In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more
In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more
9/6/2016
/ Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Counsel ,
Damages ,
Fairness Standard ,
Fiduciary Duty ,
Mergers ,
Motion to Dismiss ,
Putative Class Actions ,
Securities Litigation ,
Standard of Review
In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more
7/5/2016
/ Board of Directors ,
Breach of Duty ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Exculpatory Clauses ,
Fiduciary Duty ,
Personal Liability ,
Pleading Standards ,
Self-Interest ,
Shareholder Demands ,
Shareholder Litigation
In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more
6/10/2016
/ Appraisal ,
Appraisal Rights ,
Board of Directors ,
Common Stock ,
Delaware General Corporation Law ,
Dell ,
Fair Market Value ,
Fiduciary Duty ,
Leveraged Buyout ,
Mergers ,
Voting Securities
A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 books and records inspection demands on (and threatened litigation against) Delaware corporations that have entered into credit...more
6/11/2015
/ Board of Directors ,
Books & Records ,
Change in Control ,
Credit Agreements ,
Debt Financing ,
Debt Securities ,
Fiduciary Duty ,
Lenders ,
Proxy Put ,
Shareholder Litigation ,
Shareholders
In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more