Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors...more
In re: CCIV / Lucid Motors Sec. Litig., 110 F.4th 1181 (9th Cir. 2024), the Ninth Circuit affirmed dismissal of a securities fraud class action brought by investors under Sections 10(b) and 20(a) of the Exchange Act and Rule...more
Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more
In In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation, the Delaware Court of Chancery for the first time dismissed breach of fiduciary duty claims against directors involved in a merger with a special purpose...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more
The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders. In Seidman, the court...more
This quarter we are covering some key court decisions regarding securities and corporate governance issues. The U.S. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term...more
In this past year, we saw an uptick in in-person court proceedings as the effects of the pandemic subsided, a decrease in pandemic-related litigation, and a return to many of the core issues facing Delaware companies...more
4/25/2023
/ Acquisitions ,
Caremark claim ,
Cybersecurity ,
Delaware General Corporation Law ,
Derivative Suit ,
Freeze-Out Mergers ,
Mergers ,
Popular ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs)
Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more
8/23/2022
/ Acquisitions ,
Board of Directors ,
Business Judgment Rule ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Entire Fairness Standard ,
Mergers ,
Popular ,
Shareholder Litigation ,
Tesla
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis.
The...more
11/23/2021
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Section 220 Request ,
Shareholder Litigation
This update is designed to highlight selected important M&A, corporate, and commercial court decisions. Below is an update to a decision that we have been following....more