Mergers, Entire Fairness Standard, Motion to Dismiss

Delaware Chancery Court Dismisses Claims Subject to Entire Fairness

Cadwalader, Wickersham & Taft LLP on 6/10/2025

On May 9, 2025, in Roofers Local 149 Pension Fund v. Fidelity National Financial, Inc. et al., the Delaware Court of Chancery granted a pre-trial motion to dismiss, even though the claims alleged a conflicted controller...more

Joseph Lawrence Ligos v. Isramco, Inc.: Court dismisses breach of fiduciary duty claims

Hogan Lovells on 4/3/2023

In Joseph Lawrence Ligos v. Isramco, Inc., et al., C.A. No. 2020-0435-SG (Del. Ch. Nov. 30, 2022), the Delaware Court of Chancery granted a motion to dismiss a shareholder class action complaint alleging that the members of...more

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

Skadden, Arps, Slate, Meagher & Flom LLP on 3/1/2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

King & Spalding on 10/17/2016

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

McCarter & English, LLP on 8/16/2016

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

"Delaware Supreme Court Reaffirms Important Protections for Corporate Directors"

Skadden, Arps, Slate, Meagher & Flom LLP on 10/23/2015

A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more