The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not...more
In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss....more
Most are familiar with the facts of the crashes of Boeing’s 737 MAX. Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and...more
In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more
In re Oracle Corp. Derivative Litigation considered whether a fiduciary for an acquired entity can aid and abet breaches of duty by a fiduciary for the buyer. Theoretically yes, almost anything is possible. But what if the...more
In early 2016, the camera manufacturer, GoPro, Inc. planned to roll out two new products to the market, a drone that would house state of the art GoPro cameras and the latest iteration of its signature wearable camera. GoPro...more
Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with...more
In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”)....more
The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al. The dispute was among members of a Delaware limited liability company, Skye Mineral...more
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
1/6/2020
/ Breach of Duty ,
Business Judgment Rule ,
Class Action ,
Class Members ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Disinterested Parties ,
Duty of Loyalty ,
Failure To State A Claim ,
Fiduciary Duty ,
Grocery Stores ,
Gross Negligence ,
Misleading Statements ,
Motion to Dismiss ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Shareholder Litigation ,
Tender Offers ,
Unfair Pricing
In Re Tangoe, Inc. Stockholders Litigation was one of those situations where everything that could go wrong did. ...more
In Stein v. Blankfein et al the Delaware Court of Chancery considered a proposed settlement of litigation against directors of Goldman Sachs....more
10/25/2018
/ Breach of Duty ,
Compensation & Benefits ,
Corporate Executives ,
Derivatives ,
Failure To Disclose ,
Fiduciary Duty ,
Goldman Sachs ,
Proxy Statements ,
Settlement Offer ,
Shareholder Votes ,
Stock-Based Compensation ,
Tax Deductions
Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...more
In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world....more
Sciabacucchi v. Liberty Broadband Corporation (Del. Ch. 2017) involved Charter Communications, Inc.’s (“Charter” or the “Company”) acquisition of Bright House Networks, LLC (“Bright House”) and the merger with Time Warner...more
The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more
The SEC charged Kansas-based Central States Capital Markets, its CEO, and two employees for breaching their fiduciary duty by failing to disclose a conflict of interest to a municipal client. The case is the SEC’s first to...more
JH Partners, LLC, a private equity sponsor, recently agreed to settle SEC charges. According to the SEC the proceedings arose from negligent breaches of fiduciary duty by JHP, an investment adviser to several private equity...more
The SEC announced that three private equity fund advisers within The Blackstone Group have agreed to pay nearly $39 million to settle charges that they failed to fully inform investors about benefits that the advisers...more
10/12/2015
/ Breach of Duty ,
Conflicts of Interest ,
Enforcement Actions ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investment ,
Investment Adviser ,
Investment Portfolios ,
Investors ,
Legal Fees ,
Portfolio Managers ,
Private Equity ,
Private Equity Funds ,
Securities and Exchange Commission (SEC)
The Delaware Court of Chancery recently dismissed a derivative action in Ironworkers District Council of Philadelphia & Vicinity Retirement & Pension Plan v. Andreotti et al. One of the many claims alleged was a Caremark...more
5/13/2015
/ Bad Faith ,
Breach of Duty ,
Caremark claim ,
Derivatives ,
Dodd-Frank ,
DuPont ,
Fiduciary Duty ,
FRCP 23 ,
Genetically Engineered Seed ,
Monsanto ,
Patent Infringement ,
Pensions
The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more
A case against a hedge fund, and one of its partners and in-house counsel, related to actions at a portfolio company and alleging breach of fiduciary duties survived a motion to dismiss. The portfolio company, alleged to be...more