In 1996, the Delaware Court of Chancery issued its seminal decision in In re Caremark International Inc. Derivative Litigation, establishing the conditions for director oversight liability under Delaware law. Adopted a decade...more
12/17/2021
/ Board of Directors ,
Boeing ,
Breach of Duty ,
Caremark claim ,
Cybersecurity ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Financial Statements ,
Food Safety ,
Marriott ,
Personal Information ,
Shareholder Litigation
In one week, the Delaware Supreme Court handed down two important opinions simplifying Delaware law on derivative claims.
On September 23, 2021, in United Food and Commercial Workers Union and Participating Food Industry...more
10/1/2021
/ Board of Directors ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dilution ,
Entire Fairness Standard ,
Facebook ,
Mark Zuckerberg ,
Minority Shareholders ,
Personal Benefit ,
Stare Decisis
This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
1/24/2020
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Discovery ,
Electronically Stored Information ,
Fiduciary Duty ,
Independent Directors ,
Inspection Rights ,
Litigation Strategies ,
Mergers ,
MFW ,
Motion to Dismiss ,
Oversight Duties ,
Section 220 Request ,
Shareholder Litigation ,
Shareholder Votes ,
Void ab initio
In the recent opinion California State Teachers’ Retirement System v. Alvarez (Walmart), the Delaware Supreme Court addressed the preclusive effect of demand futility decisions rendered by one court on derivative litigation...more
5/29/2018
/ Bribery ,
Collateral Estoppel ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Due Process ,
Intervenors ,
Issue Preclusion ,
Privity of Contract ,
Section 220 Request ,
Shareholder Litigation ,
Wal-Mart
The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more
1/6/2017
/ Bad Faith ,
Breach of Duty ,
Committee Meetings ,
Conflicts Committee ,
Conflicts of Interest ,
DE Supreme Court ,
Derivative Suit ,
Drop-Down Transactions ,
Fiduciary Duty ,
Independent Directors ,
Limited Partnerships ,
Master Limited Partnerships ,
Mergers ,
Parent Corporation ,
Publicly-Traded Companies ,
Reaffirmation ,
Reversal ,
Subsidiaries
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more
5/21/2016
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Books & Records ,
Buyouts ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Plainly Material Standard ,
Pleadings ,
Securities Litigation ,
Shareholder Demands ,
Shareholder Litigation ,
Standard of Review