Delaware case law recognizes that directors and officers owe a duty of oversight, and failure to adequately exercise such duty may result in liability. Such claims — known as “Caremark claims” after the seminal decision in In...more
With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation.
Early last year, in January...more
1/31/2023
/ Breach of Duty ,
Corwin Doctrine ,
Delaware ,
Disclosure Requirements ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Mergers ,
Motion to Dismiss ,
Right of Redemption ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs)
In the recent opinion California State Teachers’ Retirement System v. Alvarez (Walmart), the Delaware Supreme Court addressed the preclusive effect of demand futility decisions rendered by one court on derivative litigation...more
5/29/2018
/ Bribery ,
Collateral Estoppel ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Due Process ,
Intervenors ,
Issue Preclusion ,
Privity of Contract ,
Section 220 Request ,
Shareholder Litigation ,
Wal-Mart
Since its issuance in 2015, the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC has been routinely applied, in appropriate circumstances, to dismiss post-closing deal litigation. However, Corwin’s...more
11/27/2017
/ Books & Records ,
Corwin Doctrine ,
DE Supreme Court ,
Derivative Suit ,
Discovery ,
Garner ,
Merger Agreements ,
Mergers ,
Privileged Communication ,
Section 220 Request ,
Shareholder Litigation