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Generac Holdings, Inc.: Court dismisses complaint alleging COVID-related omissions

In City Pension Fund for Firefighters and Police Officers in the City of Tampa Bay et al. v. Generac Holdings, Inc., et al., the Eastern District of Wisconsin dismissed a consolidated class action complaint alleging...more

Delaware Supreme Court applies business judgment rule in litigation claiming speculative benefits to the board

The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more

Solak v. Mountain Crest Capital: fiduciary duties claims abound for SPAC sponsors and directors

In Solak v. Mountain Crest Capital, the Delaware Court of Chancery found that a stockholder plaintiff pleaded a viable breach of fiduciary duty claim based on an alleged failure of the board of directors of a SPAC to disclose...more

Court of Chancery rules that supermajority voting provision did not apply to conversion

In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more

Federal district court denies Target’s motion to dismiss securities claims related to one of its ESG and DEI Initiatives

In Craig v. Target Corporation, et al., the District Court for the Middle District of Florida considered whether Target Corporation (Target) committed securities violations by failing to disclose risks related to an ESG and...more

No breach of fiduciary duty where directors approved merger that stripped common stock of its value

In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more

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