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Motion to Dismiss › Delaware › Shareholder Litigation

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

Cooley LLP

Derivative Plaintiffs Cannot Obtain Discovery to Plead Demand Futility, According to Chancery Court

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When a company experiences an adverse event, it and its directors and officers are often subject to multiple shareholder lawsuits and demands. These matters proceed on different timelines, creating scenarios in which...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

Morris James LLP

Delaware Court of Chancery Refuses After Trial to Impose Liability on Parent of Wholly Owned Subsidiary

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NuVasive, Inc. v. Miles, C.A. No. 2017-0720-SG (Del. Ch. Jan. 31, 2025) - In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds Private Equity Majority Owner Not Liable to Minority Investors Where LLC Agreement Waived Fiduciary...

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In a recent decision, the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted by minority unitholders in connection with the acquisition of CityMD by VillageMD.  In Kahn, et al. v. Warburg Pincus, et...more

Hogan Lovells

Solak v. Mountain Crest Capital: fiduciary duties claims abound for SPAC sponsors and directors

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In Solak v. Mountain Crest Capital, the Delaware Court of Chancery found that a stockholder plaintiff pleaded a viable breach of fiduciary duty claim based on an alleged failure of the board of directors of a SPAC to disclose...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

Vinson & Elkins LLP

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

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In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Mayer Brown

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

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A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...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

Skadden, Arps, Slate, Meagher & Flom LLP

In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

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With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January...more

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