Much has been written about Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). That case involved a challenge to TripAdvisor's planned reincorporation from Delaware to...more
GMG Ins. Agency v. Margolis Edelstein, 2024 WL 1688869 (Del. Apr. 19, 2024) - Update: Prior to publication of this alert, the Delaware Supreme Court vacated its earlier opinion in GMG Ins. Agency v. Margolis Edelstein, 2024...more
In the last year, Delaware courts have issued several notable opinions that further define—and in some cases expand—the scope of liability for failures of oversight at a corporation. Claims by shareholders that one or more...more
Fowler v. Perdue, 2024 WL 3196775, --- A.3d --- (Del. June 24, 2024) - Mr. Fowler alleged that he suffered a compensable COVID-19 exposure while working as a “boxer” at a poultry processing plant. The Industrial Accident...more
On February 28, 2024, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award, leaving many in the private equity community surprised. This decision led to MP Seller Holdings LLC (Seller), seller of a $40...more
On April 4, 2024, the Delaware Supreme Court held in In re Match Group Inc., Derivative Litigation that the entire fairness standard of review applies to all controlling stockholder transactions in which a controller receives...more
Highlight the Third Circuit’s adoption of the de novo standard of review in evaluating appeals of derivative litigation demand-futility decisions; Explore the Sixth Circuit’s recognition of the applicability of the...more
In Kellner v. AIM ImmunoTech Inc., the Delaware Supreme Court affirmed in part and reversed in part the Delaware Court of Chancery’s closely watched ruling, which invalidated several provisions in the bylaws of AIM ImmunoTech...more
Taylor v. State of Delaware, 2024 WL 1209292 (Del. Super. Mar. 21, 2024) - Ms. Taylor injured her right wrist in 2016 while working as a teacher for the State. Her injury eventually developed into complex regional pain...more
The Supreme Court of Delaware affirmed a trial court decision holding that a “run-off exclusion” in a management and company liability policy absolved an insurer of the obligation to advance defense costs. Ferrellgas Partners...more
In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more
In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more
Delaware case law recognizes that directors and officers owe a duty of oversight, and failure to adequately exercise such duty may result in liability. Such claims — known as “Caremark claims” after the seminal decision in In...more
The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more
The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more
Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more
May 2024 NJ Supreme Court holds that non-disparagement provisions cannot prohibit disclosure of details relating to claims of discrimination, retaliation, or harassment - The New Jersey Supreme Court unanimously held that...more
United Parcel Service v. Hawkins, No. 233, 2023, 2024 WL 666726 (Del. Feb. 19, 2024) - The claimant was injured in a work accident on October 28, 2018. On December 9, 2019, he filed a Petition to Determine Additional...more
On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller...more
A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where...more
The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
On May 1, 2024, the Delaware Supreme Court issued its decision in City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc., reversing the Delaware Court of Chancery’s dismissal of the case under the MFW...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
On May 1, 2024, the Delaware Supreme Court, sitting en banc, reversed the dismissal of breach of fiduciary claims against Inovalon Holdings, Inc. (the “Company”) and its CEO and directors in connection with the Company’s...more
The Situation: When the Delaware Supreme Court decided Kahn v. M&F Worldwide Corp. (MFW) in 2014 (88 A.3d 635 (Del. 2014)), it provided a pathway for business judgment review for "freeze-out" merger transactions involving...more