Fiduciary Duty, Class Action, Controlling Stockholders

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

Cooley LLP on 5/23/2025

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

Delaware Court Of Chancery Holds That Corwin Cleansing Applies To Claims Related To Reduction Of Acquisition Price

A&O Shearman on 7/17/2024

On June 21, 2024, Vice Chancellor Nathan A. Cook of the Delaware Court of Chancery granted a motion to dismiss a putative stockholder class action asserting breach of fiduciary duty claims against the officers and directors...more

Notable decisions from Delaware courts

White & Case LLP on 9/13/2022

MultiPlan: Chancery court assesses fiduciary duties in the context of de-SPAC transactions - The Delaware Court of Chancery declined to dismiss, at the pleading stage, breach of fiduciary duty claims made against a SPAC's...more

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

Goodwin on 7/27/2021

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

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

Stinson - Corporate & Securities Law Blog on 1/6/2020

Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more

What's New in Corporate Governance and Securities Law - October 18, 2019

Orrick, Herrington & Sutcliffe LLP on 10/23/2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

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

Skadden, Arps, Slate, Meagher & Flom LLP on 12/7/2018

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

M&A Update: Delaware Supreme Court Clarifies the “Ab Initio” Requirement for Business Judgment Review of Controlling Stockholder...

Cadwalader, Wickersham & Taft LLP on 11/5/2018

In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). ...more

Getting to Business Judgment in an Interested Transaction: Controlling Stockholder Must Put Procedural Protections in Place Prior...

Sheppard Mullin Richter & Hampton LLP on 10/18/2018

In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a controlling stockholder who pursues a merger with the controlled company will have...more

Delaware Court Of Chancery Finds Allegations Of A Controlling Stockholder Group Sufficient To Preclude Dismissal Of Merger-Related...

A&O Shearman on 6/26/2018

On June 18, 2018, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery denied a motion to dismiss claims of breach of fiduciary duty brought by a putative class of minority stockholders of Hansen Medical...more

Fiduciary Duty › Class Action › Controlling Stockholders