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Damages › Shareholders › Fiduciary Duty

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Reinforces High Standard for Establishing an Acquiror’s Liability

Cadwalader, Wickersham & Taft LLP on

On June 17, 2025, in In re Columbia Pipeline Group Merger Litigation, the Delaware Supreme Court reversed a nearly $200 million damages award against TransCanada Corporation (TransCanada), a Canadian energy company (now TC...more

Farrell Fritz, P.C.

Corporate Dissolution Petition Hits Back Burner in Favor of Earlier Filed Claims for Money Damages

Farrell Fritz, P.C. on

The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages. A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more

DarrowEverett LLP

Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

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Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more

Adams & Reese

Ask Not for Whom the Blue Bell Tolls

Adams & Reese on

Fifth Circuit Ruling Against Blue Bell’s Corporate Directors and Officers May Limit Availability of Insurance Coverage in Shareholder Derivative Actions - In a recent ruling, the United States Court of Appeals for the...more

Farrell Fritz, P.C.

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Litigation Developments Impacting Financial Advisors

Skadden, Arps, Slate, Meagher & Flom LLP on

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

Morris James LLP

Delaware District Court Explains Tolling Based on Books and Records Inspection

Morris James LLP on

Norman v. Elkin, C.A. No. 06-005-LPS (D. Del. Sept. 4, 2018) - Litigation seeking to inspect a corporation’s records under Section 220 of the DGCL might toll the statute of limitations for certain claims under the right...more

Morgan Lewis

In Eagerly Awaited Ruling, AXA Beats Excessive Fee Claim

Morgan Lewis on

The fund manager was victorious in the first court decision to come from a group of complaints filed over the last several years against manager-of-manager models. Introduction - Following a 25-day bench trial, the...more

Wilson Sonsini Goodrich & Rosati

The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

Wilson Sonsini Goodrich & Rosati on

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

Orrick, Herrington & Sutcliffe LLP

Expanded Liability of Officers in Russian Companies

Orrick, Herrington & Sutcliffe LLP on

In Resolution No. 62 “on Liability of Members of a Company’s Governing Bodies” dated July 30, 2013 (the “Resolution”) the Russian Supreme Arbitrazh Court provided new interpretations of the Russian statutory rule that the...more

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