In Joseph Lawrence Ligos v. Isramco, Inc., et al., C.A. No. 2020-0435-SG (Del. Ch. Nov. 30, 2022), the Delaware Court of Chancery granted a motion to dismiss a shareholder class action complaint alleging that the members of...more
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
In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more
This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. Brief summaries of each decision appear below with links to more robust discussions.
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We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
11/14/2018
/ Board of Directors ,
Business Judgment Rule ,
Bylaws ,
Conflicts of Interest ,
Corporate Officers ,
D&O Insurance ,
Directors ,
Indemnification ,
Mergers ,
Personal Liability ,
Representations and Warranties ,
Risk Mitigation
In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more
12/28/2017
/ Breach of Duty ,
Business Judgment Rule ,
Business Litigation ,
Class Action ,
Controlling Stockholders ,
Entire Fairness Standard ,
Fiduciary Duty ,
MFW ,
Recapitalization ,
Standard of Review ,
Stock Issuance ,
Stocks