Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more
Stockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper...more
Seavitt v. N-able, Inc., C.A. No. 2023-0326-JTL (Del. Ch. July 25, 2024) -
Earlier this year, the Court of Chancery in West Palm Beach Firefighters’ Pension Fund v. Moelis (“Moelis”) invalidated a stockholders’ agreement...more
Bricklayers Pension Fund of W. Pa. v. Brinkley, C.A. No. 2022-1118-MTZ (Del. Ch. July 12, 2024) -
In derivative cases where a stockholder-plaintiff has not made a pre-suit demand on the board of directors, demand futility...more
City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024).
The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) established a cleansing process for a...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) -
It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
6/21/2024
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Fiduciary Duty ,
Fraud ,
Merger Agreements ,
Mergers ,
Motion to Dismiss ,
Shareholder Litigation ,
Shareholders
Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024) -
In Delaware, the implied covenant of good faith and fair dealing is inherent in all contracts and...more
Holifield v. XRI Investment Holdings, LLC, No. 407, 2022 (Del. Sept. 7, 2023) -
This decision concerned the disputed transfer of a member's LLC units. Below, the Court of Chancery held that the disputed transfer was...more
In re Zendesk, Inc. Section 220 Litigation, C.A. No. 2023-0454-BWD (Del. Ch. Aug. 25, 2023) -
The background of this books-and-records decision involved a failed acquisition, a strategic review, a proxy contest, and a...more
Thomas D. Murray et al. v. Shannon Rolquin et al., C.A. No 2018-0819-KSJM (Del. Ch. Mar. 9, 2023) -
In the Court of Chancery, untimely equitable claims may be time-barred by the doctrine of laches. However, a belated...more
In re Orbit/FR, Inc. S’holders Litig., C.A. No. 2018-0340-SG (Jan. 24, 2023) -
This decision involved a stockholder challenge to a merger between Orbit and its controller, Microwave Vision....more
Stillwater Mining Company v. National Union Fire Insurance Company of Pittsburgh, PA et al., No. 24, 2022 (Del. Jan. 12, 2023) -
This decision from Delaware Supreme Court addresses choice-of-law questions for D&O insurance...more
Ligos v. Tsuff, C.A. No. 2020-0435-SG (Del. Ch. Dec. 1, 2022) -
The Delaware Supreme Court’s Cornerstone Therapeutics decision established that, although a transaction involving a controller must satisfy entire fairness...more
In Re Carvana Co. S’holders Litig., C.A. No. 2020-0415-KSJM (Del. Ch. Aug. 31, 2022) -
In Delaware, parties may waive the requirement of personal jurisdiction either expressly or impliedly....more
Oklahoma Firefighters Pension & Ret. Sys. v. Amazon.com, Inc., C.A. No. 2021-0484-LLW (Del. Ch. June 1, 2022) -
In reviewing the propriety of a stockholder’s Section 220 demand to inspect corporate records, Delaware courts...more
Teamster Members Ret. Plan v. Randall S. Dearth et al., C.A. No. 2020-0807-MTZ (Del. Ch. May 31, 2022) -
Under the Supreme Court’s decision in Corwin and its progeny, a transaction approved by a fully informed, uncoerced...more
Krauss v. 180 Life Sciences Corp., C.A. No. 2021-0714-VCW (Del. Ch. Mar. 7, 2022).
The plaintiff was a former director and officer of a SPAC who became involved in litigation following its business combination. The...more
Knight v. Miller, C.A. No. 2021-0581-SG (Del. Ch. Apr. 27, 2022) -
In mid-March 2020, at a time when the COVID-19 pandemic caused the corporation’s stock price to trade at a periodic low, the corporation’s compensation...more
Ryan v. Buckeye Partners L.P. et al., C.A. No. 2021-0432-JRS (Del. Ch. Feb. 9, 2021) -
Delaware is a notice pleading jurisdiction. But, even under this forgiving standard, the Court of Chancery Rule 8 still requires that...more
Patel v. Duncan, C.A. No. 2020-0418-MTZ (Del. Ch. Sept. 30, 2021) -
For stockholders to comprise a control group, the alleged group members must be connected in some “legally significant way – such as by contract, common...more
Techview Investments Ltd., v. Amstar Poland Property Fund I, L.P., C.A. No. N20C-11-229 EMD CCLD (Del. Super. Ct. Aug. 31, 2021) -
The court's ability to hear actions is limited by their jurisdiction – both jurisdiction...more
Servaas v. Ford Smart Mobility LLC, C.A. No. 2020-0909-LWW (Del. Ch. Aug. 25, 2021) -
Delaware common law requires that contracts be read on their own terms. Accordingly, contracts cannot be “combined” to supply missing...more
Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. Jul. 12, 2021) -
This decision concerns fee applications under the “corporate benefit” doctrine for benefits achieved in derivative litigation....more
In re Oracle Corp. Derv. Litig., C.A. No. 2017-0337-SG (Del. Ch. June 21, 2021) -
While Delaware maintains a notice pleading standard, this decision reflects that conclusory allegations of breach of fiduciary duty leveled...more
Pettry v. Smith et al., C.A. No. 2019-0796-JRS (Del. Ch. June 28, 2021) -
As discussed in Caremark and its progeny, fiduciary duties require directors to monitor the business and affairs of a corporation. Here, the Court...more