Tyler O'Connell

Tyler O'Connell

Morris James LLP

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Chancery Holds Plaintiff Failed to Allege Stockholder Vote was not Fully Informed Notwithstanding Investigation and Resignation of...

Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more

8/22/2025  /  Board of Directors , Business Judgment Rule , Corporate Governance , Delaware , Disclosure Requirements , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholder Votes

Chancery Holds Acquirer Cannot Offset Cost Savings from Failure to Enter Settlement Agreement Against Indemnification Damages

ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...more

8/21/2025  /  Acquisition Agreements , Acquisitions , Breach of Contract , Business Litigation , Contract Disputes , Contract Terms , Damages , Delaware , Liability , Mergers

Court of Chancery Finds Employee’s Restrictive Covenants Unenforceable for Lack of Consideration

N. Am. Fire Ultimate Holdings, LP v. Doorly, C.A. No. 2024-0023-KSJM (Del. Ch. Mar. 7, 2025) - A contract requires consideration to be enforceable. In this case, the Court of Chancery held restrictive covenants were...more

8/21/2025  /  Breach of Contract , Contract Disputes , Contract Terms , Employment Contract , Employment Litigation , Former Employee , Non-Compete Agreements , Restrictive Covenants , Termination , Unenforceable Contract Terms

Chancery Enforces Liability Waiver Provision in Limited Partnership Agreement, Dismisses Claims Against Limited Partners

AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more

7/21/2025  /  Breach of Contract , Buyers , Contract Terms , Corporate Governance , Delaware , Liability , Limited Partnership Agreements , Limited Partnerships , Motion to Dismiss , Partnerships , Sellers

Chancery Finds Plaintiffs Did Not Plead Demand Futility in a Derivative Suit Challenging a Controlling Stockholder’s Equity Grant

In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more

7/21/2025  /  Board of Directors , Controlling Stockholders , Corporate Governance , Delaware , Demand Futility , Dismissals , Equity Compensation , Motion to Dismiss , Securities Litigation , Shareholder Litigation

Delaware Supreme Court Applies Business Judgment Rule, Dismisses Stockholder Claims Arising from TripAdvisor’s Nevada...

On an interlocutory appeal from a decision denying a motion to dismiss, the Delaware Supreme Court reversed, holding that stockholder challenges to TripAdvisor’s decision to reincorporate in Nevada were governed by the...more

6/25/2025  /  Appeals , Board of Directors , Business Judgment Rule , Corporate Governance , Delaware , Fiduciary Duty , Mergers , Motion to Dismiss , Publicly-Traded Companies , Shareholder Litigation

Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

Terrell v. Kiromic Biopharma, Inc., No. 131, 2024 (Del. Jan. 21, 2025) - In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of...more

6/11/2025  /  Ambiguous , Appeals , Contract Disputes , Contract Interpretation , Delaware , Shareholder Litigation , Statutory Interpretation , Stock Options , Waivers

Court of Chancery Holds that Stockholder is Not a Controller When Plaintiff Fails to Allege Specific Facts Regarding its Alleged...

Turnbull v. Klein, C.A. No. 2023-1125-BWD (Del. Ch. Jan. 31, 2025) - One way a plaintiff can rebut the business judgment rule is by pleading a conflicted controller transaction....more

6/10/2025  /  Business Judgment Rule , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Mergers , Motion to Dismiss , Shareholder Litigation , Shareholders

Delaware Court of Chancery Refuses After Trial to Impose Liability on Parent of Wholly Owned Subsidiary

NuVasive, Inc. v. Miles, C.A. No. 2017-0720-SG (Del. Ch. Jan. 31, 2025) - In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained...more

6/10/2025  /  Business Litigation , Business Ownership , Corporate Entities , Delaware , Fiduciary Duty , Motion to Dismiss , Parent Corporation , Piercing the Corporate Veil , Shareholder Litigation , Subsidiaries

Delaware Supreme Court Clarifies Enforcement of Forfeiture-for-Competition Provisions

LKQ Corp. v. Rutledge, C.A. No. 110, 2024 (Del. Dec. 18, 2024) - In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit...more

5/22/2025  /  Appeals , Business Entities , Contract Terms , Delaware , Employee Benefits , Employee Rights , Employment Litigation , Forfeiture , Non-Compete Agreements , Restrictive Covenants

Chancery Holds that the Majority-of-the-Votes-Cast Voting Standard Applies to Charter Amendment to Increase the Number of...

Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) - After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more

5/22/2025  /  Business Litigation , Charter Amendments , Corporate Governance , Delaware , Delaware General Corporation Law , Proxy Statements , Shareholder Litigation , Shareholders , Voting Rights

Chancery Allows a Claim for Contract Reformation to Proceed Based on Alleged Mutual Mistake

Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) - In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled...more

5/2/2025  /  Business Litigation , Contract Disputes , Contract Interpretation , Delaware , Equity , Motion to Dismiss

Court of Chancery Applies the American Rule and Denies Attorneys’ Fees Despite Fiduciary Breach

In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) - The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more

4/25/2025  /  Breach of Duty , Business Litigation , Controlling Stockholders , Corporate Governance , Damages , Delaware , Fiduciary Duty , Mergers , Shareholder Litigation

Chancery Holds Defendant Breached Fiduciary Duties by Failing to Distribute Assets Equally During Dissolution of LLC

Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Sept. 20, 2024) - In this post-trial decision, the plaintiffs claimed that one of the defendants breached his fiduciary duties by failing to distribute assets equally at...more

4/2/2025  /  Breach of Duty , Business Disputes , Business Entities , Business Litigation , Damages , Delaware , Dissolution , Fiduciary Duty , Limited Liability Company (LLC) , Shareholder Litigation

Court of Chancery Finds in Favor of Defendants on All Remaining Claims After Remand

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more

3/21/2025  /  Appeals , Breach of Contract , Business Litigation , Corporate Governance , DE Supreme Court , Disclosure Requirements , Fiduciary Duty , Limited Partnership Agreements

Delaware General Corporation Law: Proposed Amendments to Sections 144 and 220

On February 17, 2025, Delaware legislators introduced proposed Senate Bill 21, providing for amendments to Sections 144 and 220 of the Delaware General Corporation Law (DGCL)....more

3/19/2025  /  Board of Directors , Corporate Governance , Delaware General Corporation Law , Disclosure Requirements , Fiduciary Duty , Safe Harbors , Shareholder Litigation , Shareholders

Chancery Removes an Assignee for Cause in an Assignment for the Benefit of Creditors Proceeding

In re: Wack Jills, Inc., C.A. No. 2019-0650-PAF (Del. Ch. Aug. 29, 2024) - In this proceeding for the assignment for the benefit of creditors (“ABC proceeding”), the company assigned all of its property and assets to...more

2/27/2025  /  Bankruptcy Code , Bankruptcy Court , Corporate Governance , Corporate Restructuring , Creditors , Debtors , Delaware , Enforcement Actions , Reporting Requirements

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

2/26/2025  /  Breach of Contract , Business Litigation , Contract Disputes , Contract Terms , Corporate Governance , Delaware , Dispute Resolution , Limited Liability Company (LLC) , Shareholders , Summary Judgment

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more

2/19/2025  /  Breach of Contract , Business Litigation , Contract Terms , Corporate Governance , Delaware , Motion to Dismiss , Shareholder Litigation , Shareholders

Court of Chancery Finds Class Counsel’s Litigation Funding Agreement is Discoverable

Burkhart v. Genworth Fin., Inc., C.A. No. 2018-0691-NAC (Del. Ch. Aug. 21, 2024). The rise in litigation funding brings a predictable follow-on question: Are litigation funding agreements protected as work product, or...more

2/7/2025  /  Class Action , Class Members , Consumer Litigation , Contract Terms , Disclosure Requirements , Discovery , Insurance Industry , Litigation Funding

Chancery Holds Void Corporations are Unable to Litigate Claims

Rivera v. Angkor Capital Ltd., C.A. 2022-0671-MTZ (Del. Ch. Aug. 20, 2024) - In this decision involving a plaintiff corporation’s action to rescind a stock purchase agreement involving the sale of a majority interest in...more

2/6/2025  /  Business Entities , Business Litigation , Corporate Dissolution , Corporate Taxes , Delaware General Corporation Law , Shareholders , Stock Purchase Agreement

Failure to Maintain Legal Hold Leads to Spoliation, Sanctions, and Fee Shifting in Delaware Superior Court CCLD

Huntsman Int'l, LLC v. Benelux, C.A. No. N17C-11-242 MAA CCLD (Del. Super. Ct. Aug. 13, 2024). In the age of big data, discovery can extend beyond traditional documents and communications to myriad tools and databases....more

2/6/2025  /  Complex Litigation , Data Management , Data Preservation , Discovery , Electronically Stored Information , Fee-Shifting , Legal Technology , Litigation Strategies , Sanctions , Spoliation

Chancery Enforces Parties’ Agreement to Specific Enforcement for Breach of Preemptive Rights Provision

L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-NAC (Del. Ch. Aug. 21, 2024) - In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a...more

2/6/2025  /  Breach of Contract , Contract Terms , Corporate Governance , Securities Litigation , Securities Regulation , Shareholders

Chancery Finds that Former Employees were “Officers” Entitled to Advancement

Gilbert v. Unisys Corp., C.A. No. 2023-0513-PAF (Del. Ch. Aug. 13, 2024) - In this decision, the Court of Chancery held that the plaintiffs were entitled to advancement of legal fees and expenses from their former...more

1/22/2025  /  Advancement , Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Employment Litigation , Fiduciary Duty

Chancery Decision Provides Instructive Guidance on Referencing Private Agreements in Corporate Charters and Bylaws

Seavitt v. N-able, Inc., C.A. No. 2023-0326-JTL (Del. Ch. July 25, 2024) - Earlier this year, the Court of Chancery in West Palm Beach Firefighters’ Pension Fund v. Moelis (“Moelis”) invalidated a stockholders’ agreement...more

1/2/2025  /  Board of Directors , Corporate Governance , Fiduciary Duty , Shareholders
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