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Summary Judgment › Delaware General Corporation Law

Morris James LLP

Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure...

Morris James LLP on

Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it...more

Farrell Fritz, P.C.

Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”

Farrell Fritz, P.C. on

In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more

Ballard Spahr LLP

DE Supreme Court: No Class Vote Required Where Corporations With Multi-Class Capital Structure Adopted Exculpatory Charter...

Ballard Spahr LLP on

Delaware’s Supreme Court unanimously rejected challenges by stockholders of two corporations who argued the respective companies invalidly adopted exculpatory charter provisions without giving each class of stock a separate...more

Farrell Fritz, P.C.

Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule

Farrell Fritz, P.C. on

In 2008, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery — one of the many intellectual giants and gifted writers who’ve occupied seats on that bench — published an article in the Delaware Journal of...more

Goodwin

Delaware Court of Chancery Dismisses Stockholder Derivative Suit for Failure to Allege Demand Futility

Goodwin on

Delaware Court of Chancery Dismisses Stockholder Derivative Suit for Failure to Allege Demand Futility; Connecticut Jury Finds for Defendant in Crypto Currency Fraud Case; Northern District of Illinois Allows Claims...more

A&O Shearman

Delaware Court Of Chancery Rejects Forum-Selection Charter Provision For Federal Securities Law Claims

A&O Shearman on

On December 19, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted summary judgment to a shareholder challenging the validity of forum-selection charter provisions requiring shareholders to...more

Fenwick & West LLP

Companies Can't Require Litigation of 1933 Act Claims in Federal Court

Fenwick & West LLP on

The Delaware Court of Chancery ruled today that Delaware corporations do not have the power to use charter or bylaw provisions to require that claims under the Securities Act of 1933 (1933 Act) be litigated in federal court....more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

Sheppard Mullin Richter & Hampton LLP on

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

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