In a recent decision, In re Facebook Inc. Derivative Litigation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery imposed litigation sanctions on a former officer and director of Meta Platforms, Inc....more
5/7/2025
/ Corporate Officers ,
Data Preservation ,
Duty to Preserve ,
e-Discovery ,
Electronically Stored Information ,
Email ,
Fiduciary Duty ,
Litigation Hold ,
Sanctions ,
Shareholder Litigation ,
Spoliation
On January 29, 2025, in State of Rhode Island Office of the General Treasurer v. Paramount Global (the “Decision”), the Delaware Court of Chancery issued a post-trial opinion, broadening the types of sources a stockholder may...more
4/2/2025
/ Acquisitions ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Mergers ,
Private Equity ,
Private Equity Firms ,
Shareholder Litigation
On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
2/10/2023
/ Bad Faith ,
Caremark claim ,
Corporate Counsel ,
Corporate Culture ,
Corporate Officers ,
Derivative Complaint ,
Directors ,
Duty of Oversight ,
Employee Misconduct ,
Fiduciary Duty ,
Franchises ,
McDonalds ,
Red Flags Rule ,
Sexual Harassment ,
Shareholder Litigation
On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more
1/24/2023
/ Breach of Contract ,
Damages ,
DE Supreme Court ,
Delaware Revised Uniform Limited Partnership Act ,
Exculpatory Clauses ,
Fiduciary Duty ,
Going-Private Transactions ,
Good Faith ,
Liability ,
Minority Shareholders ,
Oil & Gas ,
Partnership Agreements ,
Reversal
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
5/23/2019
/ AOL ,
Appraisal ,
Books & Records ,
Bylaws ,
CBS ,
Commercial Contracts ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Structures ,
DE Supreme Court ,
Fiduciary Duty ,
Financial Transactions ,
Forum Shopping ,
Material Adverse Effects ,
Merger Agreements ,
Regulatory Standards ,
Section 220 Request ,
Shareholder Votes ,
Tesla ,
Trulia ,
Verizon