John Stigi III on Corporate Counsel

The Delaware Court of Chancery Confirms that Duty of Oversight Claims Against Corporate Officers Are Subject to the Same High...

In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more

12/28/2023 / Acquisitions , Board of Directors , Breach of Duty , Business Litigation , Caremark claim , Commercial Litigation , Corporate Counsel , Corporate Officers , Dispute Resolution , Fiduciary Duty , Mergers , Oversight Duties

In a Case of First Impression, Ninth Circuit Addresses Personal Jurisdiction Issues Involving Non-Resident Corporation Providing a...

In Briskin v. Shopify, Inc., No. 22-15815, 2023 WL 8225346 (9th Cir. Nov. 28, 2023), the United States Court of Appeals for the Ninth Circuit held that the Canada-based company Shopify, Inc. (“Shopify”), which provides a...more

12/6/2023 / Appeals , Appellate Courts , Arbitration , Corporate Counsel , Data Collection , E-Commerce , First Impression , Jurisdiction , Online Payments , Online Platforms , Personal Data , Shopify , Technology Sector

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

9/16/2022 / Appeals , Breach of Duty , California , Corporate Counsel , Corporate Governance , Fiduciary Duty , Reversal , Securities and Exchange Commission (SEC) , Securities Litigation , Shareholders

Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions

\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more

12/30/2021 / Acquisitions , Business Litigation , Buyers , Corporate Counsel , DE Supreme Court , Dismissals , Mergers , Purchase Agreement , Sellers

Delaware Supreme Court Affirms the Use of Stockholders Agreements to Waive Appraisal Rights

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021), the Delaware Supreme Court issued an important opinion affirming the use of stockholders agreements by and among...more

9/29/2021 / Appraisal , Appraisal Rights , Bylaws , Corporate Counsel , DE Supreme Court , Delaware General Corporation Law , Section 262 , Shareholder Litigation , Stockholder Agreements

Delaware Supreme Court Holds That Surviving “Entire Fairness” Review is Not Conclusive of a Breach of Fiduciary Duty Claim Where...

In Coster v. UIP Companies, Inc., No. 49-2020, 2021 WL 2644094 (Del. June 28, 2021), the Delaware Supreme Court reversed a Court of Chancery ruling, No. 2018-0440-KSJM, 2020 WL 429906 (Del. Ch. Jan. 28, 2020) (McCormick,...more

7/12/2021 / Board of Directors , Breach of Duty , Corporate Counsel , Corporate Governance , DE Supreme Court , Fiduciary Duty , Inequitable Conduct , Reversal , Shareholder Litigation

Delaware Chancery Court Provides Useful Guidance for Protecting Pre-Merger Privileges in Post-Closing Litigation Between Buyers...

In Shareholder Representative Services LLC v. RSI Holdco, LLC, No. 2018-0517-KSJM, 2019 WL 2290916 (Del. Ch. May 29, 2019), the Delaware Court of Chancery reaffirmed that a target company may protect its pre-merger privileged...more

6/6/2019 / Acquisitions , Attorney-Client Privilege , Corporate Counsel , Delaware General Corporation Law , Merger Agreements , Mergers , Privileged Communication , Protective Orders , Selling a Business

Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions

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

Seventh Circuit Criticizes Disclosure-Only M&A Litigation Settlements, Holding That Supplemental Proxy Disclosures Must Address...

In In re Walgreen Co. Stockholder Litigation, No. 14 C 9786, 2016 WL 4207962 (7th Cir. Aug. 10, 2016) (Posner, J.), the United States Court of Appeals for the Seventh Circuit issued a highly charged opinion critical of an...more

8/15/2016 / Appeals , Attorney's Fees , Corporate Counsel , Corporate Restructuring , Material Misrepresentation , Proxy Statements , Putative Class Actions , Reversal , Shareholder Litigation , Standard of Review , Strike Suits , Supplemental Disclosures , Walgreens

Delaware Court of Chancery Underscores Heightened Pleading Standard Necessary to Support a Claim for Breach of Fiduciary Duty In...

In Houseman v. Sagerman, C.A. No. 8898-VCG, 2014 WL 1478511 (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Glasscock, V.C.) granted, in part, a motion to dismiss filed by certain directors and the financial advisor...more

5/13/2014 / Board of Directors , Breach of Duty , Corporate Counsel , Corporate Governance , Fiduciary Duty , Mergers , Pleading Standards , Pleadings , Professional Liability , Shareholder Litigation , Shareholders

John Stigi III

Sheppard Mullin Richter & Hampton LLP

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