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 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

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

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

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

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

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

Chancery Defaulted to Deal Price to Determine the Fair Value of a Privately-Held Corporation in an Appraisal Proceeding

Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. July 30, 2024) - In this post-trial appraisal decision, the Court of Chancery determined the fair value of a privately-held...more

12/19/2024  /  Appraisal , Board of Directors , Corporate Governance , Merger Agreements , Mergers , Shareholders

2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;...more

8/2/2024  /  Board of Directors , Corporate Governance , Delaware General Corporation Law , Mergers , Shareholder Rights , Shareholders , Stockholder Agreements

2024 Delaware General Corporation Law Amendments

As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following...more

7/31/2024  /  Board of Directors , Corporate Governance , Delaware General Corporation Law , Merger Agreements , Mergers , Shareholders
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