News & Analysis as of

Breach of Contract › Demand Futility

Freiberger Haber LLP

Conflicts of Interest and No-Action Clauses

Freiberger Haber LLP on

In Finkelstein v. U.S. Bank, N.A., 2025 N.Y. Slip Op 32882(U) (Sup. Ct., July 30, 2025) (here), plaintiff alleged that he was underpaid on his investment in a residential mortgage-backed securities (“RMBS”) trust due to the...more

Morris James LLP

Chancery Denies Bid to Dismiss Derivative Claims Amid Alleged “Gamesmanship” Regarding Composition of LLC’s Board of Managers

Morris James LLP on

Schoenmann v. Irvin, C.A. 2021-0326-SG (Del. Ch. Jun. 2, 2022) - After the plaintiff filed his direct and derivative claims in April 2021, the defendants – the company and its controller – circulated in June 2021 a written...more

Hogan Lovells

Q4 2021 Quarterly Corporate / M&A decisions updates

Hogan Lovells on

Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

A&O Shearman

Delaware Court Of Chancery Finds Demand Futility As To Fiduciary Duty Breach Claims Arising From Costly Loan Approved By...

A&O Shearman on

On September 29, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss derivative claims for breach of fiduciary duty against the board of foreign...more

Proskauer - Corporate Defense and Disputes

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

Proskauer - Corporate Defense and Disputes on

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more

Morris James LLP

How Collateral Estoppel Can Be Your Best Friend in Stockholder Litigation

Morris James LLP on

Two recent decisions from the Delaware Court of Chancery have dusted off the venerable doctrine of collateral estoppel to dismiss stockholder claims. Of course, this issue is not new in Delaware. In 2013, the Delaware Supreme...more

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