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Liability Delaware

Morris James LLP

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

Morris James LLP on

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

Allen Matkins

Questioning Delaware's Control Over Controlling Stockholders

Allen Matkins on

Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied.  See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019).  Some cases engender a different...more

K&L Gates LLP

The Continued Evolution of Caremark Oversight Liability

K&L Gates LLP on

In the last year, Delaware courts have issued several notable opinions that further define—and in some cases expand—the scope of liability for failures of oversight at a corporation. Claims by shareholders that one or more...more

Cadwalader, Wickersham & Taft LLP

Secondary Fraud Claims Against a Non-Party to M&A Deal Allowed to Procced Under Delaware Law

On June 27, 2024, in Matrix Parent, Inc., et al. v. Audax Management Company, et al., the Delaware Superior Court denied Audax’s motion to dismiss, allowing to proceed H.I.G. Capital’s fraud claims in connection with its...more

King & Spalding

Delaware Chancery Court Allows Fraudulent Transfer and Successor Liability Claims by Trade Creditor Against Secured Creditor and...

King & Spalding on

On September 5, 2023, the Delaware Chancery Court largely denied a motion dismiss a trade creditor’s successor liability and fraudulent transfer claims against the buyer of a manufacturer’s assets and the manufacturer’s...more

Wilson Sonsini Goodrich & Rosati

"Bad" v. "Bad-Faith" Oversight: Navigating the Risks of Potential Oversight Liability Following Marchand v. Barnhill

In June 2019, the Delaware Supreme Court issued a decision that signaled a potential departure from the court’s existing thinking on oversight liability for boards of directors. The court in Marchand v. Barnhill held that a...more

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