M&A and shareholder litigation is off to a busy start in 2023, with Delaware courts issuing several interesting opinions. The Delaware Supreme Court reversed a Delaware Court of Chancery decision, finding that the “maximum...more
In Re Stream TV Networks, No. 2020-0766-JTL (Oct. 3, 2022), the Delaware Court of Chancery exercised its broad equitable powers to provide a unprecedented remedy. Stream TV Networks (Stream) had transferred its assets to its...more
In XRI Investment Holdings LLC v. Holifield, C.A. No. 2021-0619-JTL, the Court of Chancery found that defendant Holifield violated a No Transfer Provision in the limited liability company agreement of XRI Investment Holdings...more
In Stream TV Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court reversed the Delaware Court of Chancery’s finding that the board of Stream TV Networks, Inc. (Stream) could sell all of Stream’s assets without a...more
Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
2/3/2022
/ Board of Directors ,
Breach of Contract ,
Bylaws ,
Caremark claim ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Indemnification ,
Pensions ,
Shareholder Litigation
In AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, et al., No. 71, 2021 (Del. Dec. 8, 2021), the Delaware Supreme Court, sitting en banc, affirmed a Court of Chancery judgment finding that a hotel owner violated its...more
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
In Manti Holdings, the Delaware Supreme Court affirmed a decision that a corporation can enforce an advance waiver of appraisal rights against its stockholders. In a stockholders agreement, the petitioners agreed to “refrain...more
In Brookfield Asset Management Inc. v. Rosson, the Delaware Supreme Court unanimously overturned its 2006 decision in Gentile v. Rossette, thereby eliminating the dual nature “Gentile carve-out” that allowed for both direct...more
In United Food & Com. Workers Union v. Zuckerberg, No. 404, 2020 (Del. Sup. Sep. 23, 2021), the Delaware Supreme Court adopted a new, three-part test for determining when a shareholder is required to make a pre-suit demand on...more
11/9/2021
/ Board of Directors ,
Corporate Counsel ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Duty of Care ,
Exculpatory Clauses ,
Facebook ,
Mark Zuckerberg ,
Shareholder Litigation ,
Shareholders
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.
...more
In Dell Inc. v. Magnetar Global Event Driven Master Fund, Ltd., the Delaware Supreme Court reversed the Court of Chancery’s determination in an appraisal proceeding relating to the 2013 management-led buyout of Dell Inc....more