Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) -
After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more
Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) -
The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more
In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) -
The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more
Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it...more
Ravindran v. Glas Trust Co. LLC, No. 463, 2023 (Del. Sept. 23, 2024) -
In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware...more
Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) -
In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more
L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-NAC (Del. Ch. Aug. 21, 2024) -
In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a...more
Sections 205 and 225 of the Delaware General Corporation Law facilitate prompt determinations of the validity of corporate actions. The former permits the Delaware Court of Chancery to validate defective corporate acts under...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, C.A. No. 2019-0416-MTZ (Del. Ch. June 27, 2019).
Delaware courts construe advance notice by-laws against the drafter in favor of stockholder...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
Originally published in Transaction Advisors....more
2/25/2019
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Fiduciary Duty ,
Mergers ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Tesla
A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more
9/18/2015
/ Bad Faith ,
Business Court Division ,
Choice of Entity ,
Conflicts of Interest ,
Contract Disputes ,
Corporate Governance ,
Fiduciary Duty ,
General Partnerships ,
Kinder Morgan ,
Limited Liability Company (LLC) ,
Master Limited Partnerships ,
Partnership Agreements ,
Reorganizations ,
Subsidiaries
When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more