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Breach of Duty Controlling Stockholders Mergers

Cooley LLP

In Rare Dismissal of Up-C Reorganization Case, Chancery Court Holds That Claim Is Derivative, Not Direct 

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On April 10, 2025, the Delaware Court of Chancery granted a motion to dismiss in a breach of fiduciary duty action arising from BGC’s conversion from an Up-C corporation to a traditional full C corporation. While multiple...more

Morris James LLP

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

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more

Morris James LLP

Chancery Grants Motion to Dismiss Breach of Fiduciary Duty Claims Against Officers in Controlling Stockholder Transaction Subject...

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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

Morris James LLP

Chancery Finds SPAC’s Sponsor and Board Potentially Violated Fiduciary Duties by Depriving Public Stockholders of the Information...

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Delman v. GigAcquisitions3 LLC, C.A. No. 2021-0679-LWW (Del. Ch. January 4, 2023) - Delaware law establishes that fiduciaries of a corporation cannot be exempted from "their loyalty obligation and the attendant equitable...more

A&O Shearman

Delaware Court Of Chancery Dismisses Breach Of Fiduciary Duty Claims Against Special Committee Defendants For Failure To Plead...

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On November 30, 2022, Vice Chancellor Glasscock of the Delaware Court of Chancery granted a motion to dismiss claims asserted against directors who served as members of the special committee (the “Special Committee”) of...more

Morris James LLP

Chancery Dismisses All Claims in Stockholder Challenge to Cash-Out Merger Transaction

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Harcum v. Lovoi, C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022) - In Harcum, the Delaware Court of Chancery dismissed all claims brought in a stockholder suit alleging fiduciary breaches in connection with the $1 billion...more

Hogan Lovells

Q3 2021 Quarterly Corporate / M&A decisions updates

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

Morris James LLP

Chancery Rejects Inadequate Disclosure Contentions and Grants Corwin Dismissal

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Kihm v. Mott, C.A. No. 2020-0938-MTZ (Del. Ch. Aug. 31, 2021) - Under the Corwin doctrine, a fully informed and uncoerced approval of a board decision by the corporation’s disinterested stockholders can downgrade an...more

Cooley LLP

Blog: Pleading Bad Faith Against Special Committee Members: A New Trend?

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Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

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SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Morris James LLP

Chancery Upholds Fiduciary Duty Claims Arising Out Of Deal Involving an Alleged Control Group That Included Non-Stockholders and a...

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In re Pattern Energy Grp. Inc. Stockholders Litig., C.A. No. 2020-0357-MTZ (Del. Ch. May 6, 2021) - This decision mostly denying a motion to dismiss examines several important issues in post-closing M&A fiduciary duty...more

Morris James LLP

Entire Fairness Standard Applies Where Controller Has Substantive Discussions with Minority Stockholders before Agreeing to MFW...

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In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) - This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a...more

Morris James LLP

Chancery Dismisses Claims that Minority Stockholders who Rolled Over Equity in a Controlling Stockholder Merger Joined a “Control...

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Gilbert v. Perlman, C.A. No. 2018-0453-SG (Del. Ch. Apr. 29, 2020) - Delaware law imposes fiduciary duties upon controlling stockholders who use their power to control the corporate machinery. For that reason, determining...more

Morris James LLP

Surveying the Law, Chancery Declines to Dismiss a Claim that a 35% Holder was the Controlling Stockholder of the Acquirer (as Well...

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Voigt v Metcalf, C.A. No. 2018-0828-JTL (Del. Ch. Feb. 10, 2020). This decision contains an instructive review of the factors the Court of Chancery will examine to determine whether a minority stockholder may in fact be a...more

Morris James LLP

Chancery Dismisses Stockholder Claims that a Minority Owner was a Controlling Stockholder or that a Majority of the Board was...

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In re: Essendant, Inc. Stockholder Litigation, C.A. No. 2018-0789-JRS (Del. Ch. Dec. 30, 2019). When as here a Delaware corporation’s charter contains an exculpation provision under Section 102(b)(7) of the Delaware...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

A&O Shearman

Delaware Court Of Chancery Grants Shareholder's Post-Merger Books And Records Demand, Finding "Credible Basis" To Investigate...

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On August 28, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery granted a shareholder’s demand under 8 Del. C. § 220 to inspect the books and records of defendant GGP Inc. for the purpose of...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Significant Issues Regarding Private Company Deal Litigation

On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims...more

Morris James LLP

Delaware Supreme Court Rejects MFW Defense Because of Delay in Safeguards

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Olenik v. Lodzinksi, No. 392, 2018 (Del. Apr. 5, 2019). Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), deferential business judgment review governs mergers between a controlling stockholder and the controlled...more

Morris James LLP

Delaware Corporate and Commercial Case Law Year in Review - 2018

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This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018. Originally published in Transaction Advisors....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

‘Partial and Elliptical Disclosures’ May Preclude Corwin Doctrine

Under Corwin v. KKR Financial Holdings LLC1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted controller,” the irrebuttable business judgment rule...more

Skadden, Arps, Slate, Meagher & Flom LLP

From the Get-Go: Interpreting MFW’s Ab Initio Requirement

The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more

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