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Motion to Dismiss › Derivative Suit › Delaware General Corporation Law

Cooley LLP

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

Cooley LLP on

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

Morris James LLP

Dilution Claim in Which a Controller Received Additional Shares in Exchange for Its Interests, Was Exclusively Derivative

Morris James LLP on

Gentile v. Rossette, 906 A.2d 91, 100 (Del. 2006), held that dilution claims involving a controller can be both derivative and direct. In Gentile, the Delaware Supreme Court found that dilution claims, challenging a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Skadden, Arps, Slate, Meagher & Flom LLP on

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

McCarter & English, LLP

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

McCarter & English, LLP on

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

Allen Matkins

No Calm In Delaware After Calma v. Templeton

Allen Matkins on

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

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