This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
10/2/2019
/ Acquisitions ,
Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Class Action ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Disclosure Requirements ,
Enforcement Actions ,
Excessive Fees ,
Fair Value Standard ,
Fiduciary Duty ,
Forfeiture ,
Guilty Pleas ,
Insider Trading ,
Investment Adviser ,
Jury Verdicts ,
Market Manipulation ,
Materiality ,
Mergers ,
Misrepresentation ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Offering Documents ,
Omissions ,
Pleading Standards ,
Popular ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Standing
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more
6/12/2019
/ Acquisitions ,
Appraisal Rights ,
Breach of Duty ,
Fiduciary Duty ,
Investment Advisers Act of 1940 ,
Material Misrepresentation ,
Materiality ,
Mergers ,
Omissions ,
Omnicare ,
Pleading Standards ,
Popular ,
Sarbanes-Oxley ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Litigation ,
Suspicious Activity Reports (SARs)
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
12/7/2018
/ Acquisitions ,
Administrative Law Judge (ALJ) ,
Aiding and Abetting ,
Appointments Clause ,
Breach of Duty ,
Claim Preclusion ,
Class Action ,
Constitutional Challenges ,
Controlling Stockholders ,
Damages ,
Dismissals ,
Enforcement Actions ,
Extraterritoriality Rules ,
Fiduciary Duty ,
Financial Institutions ,
General Partnerships ,
Initial Coin Offering (ICOs) ,
Investment Funds ,
Jurisdiction ,
Lucia v SEC ,
Material Adverse Effects ,
Material Misrepresentation ,
Merger Agreements ,
Mergers ,
MFW ,
Misrepresentation ,
Pleading Standards ,
Popular ,
Proxy Solicitations ,
PSLRA ,
Rule 10(b) ,
Scienter ,
Section 11 ,
Securities ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Squeeze-Out Mergers
This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more
3/27/2018
/ Acquisitions ,
Appraisal ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Buyouts ,
CEOs ,
Claim Preclusion ,
Class Action ,
Class Certification ,
Controlling Stockholders ,
Core Operations Doctrine ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Demand Futility ,
Derivative Suit ,
Director Compensation ,
Entire Fairness Standard ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Fraud-on-the-Market ,
FRCP 9(b) ,
High-Speed Trading ,
Loss Causation ,
Material Misrepresentation ,
Mergers ,
Motion to Amend ,
Petrobras ,
Pharmaceutical Industry ,
Pleading Standards ,
Preponderance of the Evidence ,
Presumption of Reliance ,
Proximate Cause ,
PSLRA ,
Ratification ,
Rebuttable Presumptions ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
Section 220 Request ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
SRO ,
Stock Drop Litigation
The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more
12/20/2016
/ Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
FRCP 23 ,
Impartiality ,
Independent Directors ,
Lock-Up Agreement ,
Nasdaq ,
Pleadings ,
Reversal ,
Shareholder Litigation ,
Stock Sale Agreements
Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more
5/20/2016
/ Books & Records ,
Breach of Duty ,
Burden of Proof ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Mergers ,
Pleading Standards ,
Shareholder Demands ,
Shareholder Litigation ,
Statute of Limitations
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments.
In This Issue:
- Q&A...more
10/23/2015
/ Aiding and Abetting ,
Appeals ,
Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Bylaws ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Governance ,
Corporate Officers ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure-Based Settlements ,
Dole Food ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fee-Shifting ,
Fiduciary Duty ,
Forum Selection ,
Fraud ,
Joint and Several Liability ,
Judicial Appointments ,
Mergers ,
Multidistrict Litigation ,
Principal Place of Business ,
Release Agreements ,
Remedies ,
Securities Litigation ,
Settlement ,
Shareholder Litigation ,
Special Committees ,
Standard of Review ,
State of Incorporation ,
Take-Private Transactions ,
Unfair Dealing
Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more
10/22/2015
/ Aiding and Abetting ,
Appraisal Rights ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Counsel ,
Corporate Officers ,
Damages ,
Dole Food ,
Duty of Loyalty ,
Entire Fairness Standard ,
False Statements ,
Fiduciary Duty ,
Fraud ,
Joint and Several Liability ,
Mergers ,
Remedies ,
Special Committees ,
Standard of Review ,
Take-Private Transactions ,
Unfair Dealing