Bricklayers Pension Fund of W. Pa. v. Brinkley, C.A. No. 2022-1118-MTZ (Del. Ch. July 12, 2024) -
In derivative cases where a stockholder-plaintiff has not made a pre-suit demand on the board of directors, demand futility...more
In re Kraft Heinz Demand Refused Derivative Stockholder Litig., Consol. C.A. No. 2022-0398-LWW (Del. Ch. July 19, 2024) -
By making a demand, a stockholder-plaintiff tacitly concedes that the board can impartially consider...more
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
Gibson v. Konick, C.A. No. 2022-1036-LWW (Del. Ch. July 10, 2024) -
The Court of Chancery dissolved a single asset LLC even though the LLC agreement required a unanimous vote of the members to dissolve, and one of the two...more
Pinnacle IV, L.P. v. Cyberlabs AI Holdings Ltd., C.A. No. N23C-04-021 MAA CCLD (Del. Super. July 11, 2024) -
Who can be held liable for a fraudulent statement is often a key issue in fraud claims. In this decision from...more
Pope v. Hycroft Mining Holding Corp., C.A. No. 2022-0957-LWW (Del. Ch. July 9, 2024) -
In this decision, the Court of Chancery found the plaintiffs could not press class claims if they also pursue related individual...more
McMillan v. Nelson, C.A. 2024-0016-KSJM (Del. Ch. July 5, 2024) -
In a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate of the late musician Prince, the Court of...more
Mitchell Partners, L.P. v. AMFI Corp., C.A. Nos. 2020-0985-KSJM, 2020-0986-KSJM (Del. Ch. July 3, 2024) -
In this case, in which the Chancellor reviewed a decision by a special master, the Court examined whether...more
Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (Del. Ch. July 1, 2024) -
It is common for Delaware corporations to provide advancement rights to their officers and directors. In this post-trial decision from the Court...more
Leon v. Orlando, C.A. No. 2024-0311-LWW (Del. Ch. June 5, 2024) -
In an action to determine the rightful manager of a Delaware limited liability company (“the Company”), the Court of Chancery required plaintiff to post a...more
Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024) -
Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby one...more
Delaware corporations are not permitted to pursue profits by violating the law. Under Caremark and its progeny, directors’ fiduciary duties include the good faith obligation to oversee and monitor the corporation’s compliance...more
Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024).
The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a...more
Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) -
Following the Court of Chancery’s post-trial opinion concerning Elon Musk’s compensation from Tesla (summarized here), Tesla submitted stockholder...more
Harper v. Sievert, C.A. No. 2022-0819-SG (Del. Ch. May 31, 2024).
A stockholder plaintiff brought derivative claims alleging that current and former directors of T-Mobile US, Inc. were liable for aggregating customers’...more
City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024).
The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) established a cleansing process for a...more
In re Columbia Pipeline Grp. Inc. Merger Litig., Consol. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024) -
In this post-trial decision, the Court addressed an acquirer’s responsibility for damages suffered by a stockholder...more
Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) -
In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a stockholder-plaintiff must...more
Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) -
In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to...more
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
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
In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) -
This case dealt with the voluntary assignment for the benefit of creditors under 10 Del. C. § 7381, et seq....more
In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential conflicts between on the one...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) -
It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
6/21/2024
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Fiduciary Duty ,
Fraud ,
Merger Agreements ,
Mergers ,
Motion to Dismiss ,
Shareholder Litigation ,
Shareholders
Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024) -
In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as the prevailing parties....more