Bryan Townsend on Motion to Dismiss

Chancery Dismisses Executive Compensation Action For Failure To Plead Demand Futility

Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) - A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the...more

4/25/2025 / Board of Directors , Business Litigation , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Demand Futility , Executive Compensation , Fiduciary Duty , Motion to Dismiss , Shareholder Litigation

Superior Court Sustains Alternative Claims for Breach of Contract and Implied Covenant in Dispute Between Medicare Advantage...

Premium Choice Ins. Servs. v. Innovative Fin. Group Holdings, LLC, C.A. No. N24C-01-006 PRW CCLD (Del. Super. Ct. July 9, 2024) - Plaintiff Premium and defendant IFG were middlemen in the market for Medicare Advantage...more

12/19/2024 / Acquisitions , Breach of Contract , Contract Terms , Covenant of Good Faith and Fair Dealing , Implied Covenants , Motion to Dismiss

Chancery Dismisses Fiduciary Duty Claim Against Directors Based on Disclosures Regarding the Company’s Purposes

Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch. June 12, 2024) - The plaintiff was a stockholder of a company that provided online education resources. Some of the company's customers used its products to cheat on...more

11/6/2024 / Board of Directors , Breach of Duty , Fiduciary Duty , Motion to Dismiss , Shareholder Litigation

Chancery Determines That Former Executives Are Not Entitled to Equity Awards Under Separation Agreement

SeaWorld Entm't, Inc. v. Andrews, C.A. No. 2020-0955-NAC (Del. Ch. May 19, 2023) - SeaWorld Entertainment, Inc. granted unvested equity awards to employees. Pursuant to equity agreements, the awards would vest if the...more

9/12/2023 / Breach of Contract , Motion to Dismiss , Separation Agreement

Chancery Dismisses Claims Seeking to Unwind Secondary Transactions that Allegedly Jeopardized Recovery for Primary Fraudulent...

Burkhart v. Genworth Fin., Inc., C.A. No. 2018-0691-JRS (Del. Ch. May 10, 2022) - The plaintiffs were a putative class of policyholders and insurance agents with an interest in long-term care insurance policies written by...more

10/11/2022 / Avoidance , Creditors , Debtors , Fraudulent Transfers , Motion to Dismiss

Chancery Dismisses Action for Declaratory and Injunctive Relief for Lack of Subject Matter Jurisdiction on Grounds that the...

Qlarant, Inc. v. IP Commercialization Labs, LLC, C.A. No. 2021-0574-MTZ (Del. Ch. Jan. 25, 2022) - Pursuant to an asset purchase agreement, the plaintiff buyer purchased assets from a seller and several of its affiliates....more

4/22/2022 / Asset Purchase Agreements , Breach of Contract , Motion to Dismiss , Shareholders

After Entry of Default Judgment, Chancery Grants Leave to Amend Complaint to Add a New Claim for Reverse Veil-Piercing Against Two...

P.C. Connection, Inc. v. Synygy Ltd., C.A. No. 2020-0869-JTL (Del. Ch. Jan. 10, 2022) - After entry of a default judgment for liability, but before entry of a judgment awarding relief, the Court of Chancery granted the...more

4/19/2022 / Default Judgment , Motion to Amend , Motion to Dismiss , Preliminary Injunctions

Chancery Revived a Dismissed Claim after Discovery Revealed a Desire for Liquidity that Resulted in a Divergent Interest in M&A...

In re Mindbody, Inc., S’holder Litig., Cons. C.A. No. 2019-0442-KSJM (Del. Ch. Dec. 9, 2021) - A desire for liquidity can result in a divergent interest sufficient to plead fiduciary duty claims against a defendant...more

3/9/2022 / Board of Directors , Breach of Duty , Fiduciary Duty , Motion to Dismiss

Chancery Denies Motion to Dismiss, Awaits Development of Factual Record to Rule on Laches Defense

Kim v. Coupang, LLC, C.A. No. 2020-0772-JRS (Del. Ch. Aug. 19, 2021) - If a court can rule on the affirmative defense of laches on the face of a complaint, it may grant a motion to dismiss. As this case illustrates,...more

10/19/2021 / Breach of Contract , Laches , Motion to Dismiss , Statute of Limitations

Superior Court Applies Affiliate Privilege Doctrine To Dismiss Tortious Interference Claim Against Controller, While Sustaining...

Surf’s Up Legacy Partners, LLC v. Virgin Fest, LLC, C.A. No. N19C-11-092 PRW CCLD (Del. Super. Jan. 13, 2021) - In adjudicating a dispute over a scuttled deal in the music festival industry, the Delaware Superior Court...more

2/25/2021 / Breach of Contract , Fraud , Limited Liability Company (LLC) , Motion to Dismiss

Bryan Townsend

Morris James LLP

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