In Lebanon County Employees’ Retirement Fund v. Collis, C.A. No. 2021-1118-JTL (Del. Ch. Dec. 15, 2022), the Delaware Court of Chancery denied a motion to dismiss as untimely a derivative action against a pharmaceutical...more
In Construction Industry Laborers Pension Fund v. Bingle, (C.A. No. 2021-0940-SG (Del. Ch. Sept. 6, 2022)) (SolarWinds), the Delaware Court of Chancery granted a motion to dismiss a derivative suit against the directors of...more
The Delaware Court of Chancery, in In re Carvana Co., No. 2020-0415-KSJM (Del. Ch. June 30, 2022), applied the recently adopted Zuckerberg test for demand futility and denied the defendants’ motion to dismiss. The court found...more
In City of Detroit Police & Fire Ret. Sys. on Behalf of NiSource, Inc. v. Hamrock, No. CV 2021-0370-KSJM, the Delaware Court of Chancery granted a motion to dismiss duty of oversight claims against an energy company’s...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 re Kraft Heinz Company Derivative Litigation addresses demand futility in a case involving an insider stock sale. 3G Capital, Inc., a 24.2 percent shareholder in Kraft Heinz, sold 7 percent of its stake in August 2018...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
In In re Tilray, Inc. Reorganization Litigation (C.A. No. 2020-137-KSJM (Del. Ch. June 1, 2021)), the minority shareholders of Tilray, Inc. alleged that the defendants breached their fiduciary duties by entering a...more