\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
In United Food & Commercial Workers Union & Participating Food Industry Employers Tri-State Pension Fund v. Zuckerberg, No. 404, 2020, — A.3d –, 2021 WL 3433261 (Del. Sept. 23, 2021), the Delaware Supreme Court adopted a new...more
In Brookfield Asset Mgmt. v. Rosson, No. 406, 2020, 2021 Del. LEXIS 291 (Del. Sept. 20, 2021), the Delaware Supreme Court held that claims for wrongful equity dilution may be pursued only derivatively on behalf of the...more
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
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
In Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455 (Del. Ch. June 7, 2021), the Delaware Court of Chancery (Slights, V.C.) provided key guidance on mergers and acquisitions (“M&A”)...more
While COVID-19 took the American capital markets by surprise, the resulting impact might be better than expected. We’re taking a look at how American capital markets are faring in these pandemic times, including a closer look...more
In In re WeWork Litigation, 2020 Del. Ch. LEXIS 270 (Del. Ch. Aug. 21, 2020) (Bouchard, C.), the Delaware Court of Chancery considered an issue of first impression: Does the management of a Delaware corporation have the...more
In Heinze v. Tesco Corp., No. 19-20298, 2020 WL 4814094 (5th Cir. Aug. 19, 2020), the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a putative class action suit under Section 14(a) of the...more
In Juul Labs, Inc. v. Grove, 2020 Del. Ch. LEXIS 264 (Del. Ch. Aug. 13, 2020) (Laster, V.C.), the Delaware Court of Chancery held that the “internal affairs doctrine” bars a stockholder of a Delaware corporation headquartered...more
In Fir Tree Value Master Fund, LP v. Jarden Corp., No. 454-2019, 2020 WL 3885166 (Del. July 9, 2020), the Delaware Supreme Court affirmed a Delaware Court of Chancery (Slights, V.C.) appraisal decision that adopted the...more
Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more
In Rubenstein v. Int’l Value Advisers, LLC, No. 19-560-CV, 2020 WL 2549507 (2d Cir. May 20, 2020), the United States Court of Appeals for the Second Circuit affirmed a district court’s decision holding that an investor was...more
Rule 23.1 of the Delaware Court of Chancery Rules requires a plaintiff asserting a shareholder derivative action to plead “with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff...more
5/14/2020
/ Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
Local Rules ,
Motion to Dismiss ,
Pleading Standards ,
Pleadings ,
Quid Pro Quo ,
Rules of Civil Procedure ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
In Sciabacucchi v. Salzberg, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court reversed a Delaware Court of Chancery (Laster, V.C.) decision declaring invalid a federal forum selection provision...more
In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...more
2/4/2020
/ Appeals ,
Asset Tracing ,
BlackRock ,
Broker-Dealer ,
ETFs ,
Failure To Disclose ,
Institutional Investors ,
Investment Company Act of 1940 ,
Registration Statement ,
Secondary Markets ,
Securities Act of 1933 ,
Securities Exchange Act ,
Shareholder Litigation ,
Shareholders ,
Standing
In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a stockholder’s mere disagreement...more
In Marchand v. Barnhill, No. 533, 2018, 2019 Del. LEXIS 310 (Del. June 18, 2019), the Delaware Supreme Court (Strine, C.J.) reversed a Delaware Court of Chancery (Slights, V.C.) order dismissing a derivative claim alleging...more
7/30/2019
/ Bad Faith ,
Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Food and Drug Administration (FDA) ,
Food Manufacturers ,
Food Safety ,
Listeria ,
Shareholder Litigation
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
In Lorenzo v. Securities & Exchange Comm., No. 17-1077, 2019 WL 1369839 (U.S. Mar. 27, 2019), the Supreme Court of the United States (Breyer, J.) held that an individual who did not “make” a false or misleading statement...more
4/2/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
n Singh v. Cigna Corp., No. 17-3484-cv, 2019 U.S. App. LEXIS 6637 (2d Cir. Mar. 5, 2019), the United States Court of Appeals for the Second Circuit affirmed the dismissal of a class action complaint that purported to base a...more
3/13/2019
/ Material Misstatements ,
Medicare ,
Policies and Procedures ,
Puffery ,
Regulatory Requirements ,
Rule 10b-5 ,
Scienter ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Stock Drop Litigation
In Wadler v. Bio-Rad Laboratories, Inc., No. 17-16193, 2019 WL 924827 (9th Cir. Feb. 26, 2019), the United States Court of Appeals for the Ninth Circuit held that statutes, including the Foreign Corrupt Practices Act...more
3/5/2019
/ Adverse Employment Action ,
Bribery ,
Corporate Misconduct ,
Foreign Corrupt Practices Act (FCPA) ,
Hiring & Firing ,
Recordkeeping Requirements ,
Remand ,
Reporting Requirements ,
Retaliation ,
Reversal ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Statutory Interpretation ,
Whistleblowers
UPDATE: On August 5, 2020, the Delaware Supreme Court summarily affirmed the judgment of the Court of Chancery “on the basis of and for the reasons stated in its January 25, 2019 opinion.”
Section 220 of the Delaware...more
2/1/2019
/ Books & Records ,
Burden of Production ,
Delaware General Corporation Law ,
Electronic Communications ,
Electronically Stored Information ,
Email ,
Investigations ,
Recordkeeping Requirements ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more
1/28/2019
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Bylaws ,
Cal Code of Civil Procedure ,
Common Stock ,
Corporations Code ,
Enforcement ,
Fiduciary Duty ,
Foreign Corporations ,
Forum Non Conveniens ,
Forum Selection ,
Internal Affairs Doctrine ,
Jurisdiction ,
Mergers ,
Motion To Stay ,
Putative Class Actions ,
Retroactive Application ,
Securities Litigation ,
Statutory Rights
In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL, 2018 WL 6719718 (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery (Laster, V.C.) held that a forum-selection provision in a Delaware corporation’s charter or bylaws...more