Shareholders, Fiduciary Duty, Damages

Delaware Supreme Court Reinforces High Standard for Establishing an Acquiror’s Liability

Cadwalader, Wickersham & Taft LLP on 7/16/2025

On June 17, 2025, in In re Columbia Pipeline Group Merger Litigation, the Delaware Supreme Court reversed a nearly $200 million damages award against TransCanada Corporation (TransCanada), a Canadian energy company (now TC...more

Corporate Dissolution Petition Hits Back Burner in Favor of Earlier Filed Claims for Money Damages

Farrell Fritz, P.C. on 10/14/2024

The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages. A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more

Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

DarrowEverett LLP on 5/14/2024

Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more

Ask Not for Whom the Blue Bell Tolls

Adams & Reese on 8/22/2023

Fifth Circuit Ruling Against Blue Bell’s Corporate Directors and Officers May Limit Availability of Insurance Coverage in Shareholder Derivative Actions - In a recent ruling, the United States Court of Appeals for the...more

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on 1/13/2020

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Delaware Litigation Developments Impacting Financial Advisors

Skadden, Arps, Slate, Meagher & Flom LLP on 11/30/2018

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

Delaware District Court Explains Tolling Based on Books and Records Inspection

Morris James LLP on 9/6/2018

Norman v. Elkin, C.A. No. 06-005-LPS (D. Del. Sept. 4, 2018) - Litigation seeking to inspect a corporation’s records under Section 220 of the DGCL might toll the statute of limitations for certain claims under the right...more

In Eagerly Awaited Ruling, AXA Beats Excessive Fee Claim

Morgan Lewis on 9/13/2016

The fund manager was victorious in the first court decision to come from a group of complaints filed over the last several years against manager-of-manager models. Introduction - Following a 25-day bench trial, the...more

The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

Wilson Sonsini Goodrich & Rosati on 9/17/2014

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

Expanded Liability of Officers in Russian Companies

Orrick, Herrington & Sutcliffe LLP on 9/30/2013

In Resolution No. 62 “on Liability of Members of a Company’s Governing Bodies” dated July 30, 2013 (the “Resolution”) the Russian Supreme Arbitrazh Court provided new interpretations of the Russian statutory rule that the...more

Shareholders › Fiduciary Duty › Damages

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