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Delaware Motion to Dismiss Corporate Governance

Morris James LLP

Chancery Enforces Liability Waiver Provision in Limited Partnership Agreement, Dismisses Claims Against Limited Partners

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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

Morris James LLP

Chancery Finds Plaintiffs Did Not Plead Demand Futility in a Derivative Suit Challenging a Controlling Stockholder’s Equity Grant

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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

Morris James LLP

Delaware Supreme Court Applies Business Judgment Rule, Dismisses Stockholder Claims Arising from TripAdvisor’s Nevada...

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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

Allen Matkins

This Texas Case Illustrates Why Delaware Corporations Are Choosing Nevada

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Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman.  Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom...more

Morris James LLP

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

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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

A&O Shearman

Delaware Supreme Court Holds Business Judgment Rule Applies To Controlled Corporation’s Change Of Corporate Domicile From Delaware...

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On February 4, 2025, the Delaware Supreme Court, on interlocutory appeal, reversed the decision of the Delaware Court of Chancery to deny defendants’ motion to dismiss breach of fiduciary duty claims against directors and a...more

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