Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. July 15, 2021) -
In Optimiscorp, the Court upheld claims against former directors and officers of plaintiff Optimiscorp arising out of the defendants’ failure to turn...more
In re Terraform Power, Inc. Stockholders Litigation, C.A. No. 2019-0757-SG (Del. Ch. Oct. 30, 2020) -
In Terraform Power, the Court of Chancery declined the defendants’ invitation to disregard the rationale of Gentile v....more
In re Metlife Inc. Derivative Litigation, Consol. C.A. No. 2019-0452-SG (Del. Ch. Aug. 17, 2020) -
Shareholders seeking relief for alleged harm to a Delaware corporation must comply with Delaware’s pre-suit demand...more
Elburn v. Albanese, C.A. No. 2019-0774-JRS (Del. Ch. Apr. 21, 2020) -
Finding that the stockholder plaintiff (the “Plaintiff”) had satisfied the Rule 23.1 “with particularity” pleading standard, the Court of Chancery...more
Buckley Family Trust v. McCleary, C.A. No. 2018-0903-AGB (Del. Ch. Mar. 31, 2020).
This case involved a minority stockholder in a Subchapter S corporation seeking relief as a result of its dissatisfaction with management’s...more
A derivative claim for harm befalling a corporation belongs to the corporation itself. Under the state’s board-centric model of corporate governance, Delaware law empowers the board of directors to control such claims,...more
In re BGC Partners, Inc. Derivative Litig., Consol. C.A. No. 2018-0722-AGB (Del. Ch. Sept. 30, 2019).
A stockholder plaintiff seeking to bring a derivative claim on behalf of a corporation must first demand authorization...more
In Re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019).
The Delaware courts have observed that a Caremark claim for failure of oversight against a board is among the most...more
Urdan v. WR Capital Partners, LLC, C.A. No. 2018-0343-JTL (Del. Ch. Aug. 19, 2019).
It is well-settled Delaware law that the right to bring a derivative claim in the corporation’s name or a direct claim in the individual...more
Rojas v. Ellison, C.A. No. 2018-0755-AGB (Del. Ch. July 29, 2019).
As this Court of Chancery decision explains, the Delaware standard for imposing oversight liability on a board of directors under a Caremark theory is...more
Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. May 31, 2019).
Recently, the Delaware Supreme Court held in In re Investors Bancorp, Inc. Stockholder Litigation, 177 A.3d 1208 (Del. 2017) that stockholder approval of...more
Marchand v. Barnhill, No. 533, 2018 (Del. June 19, 2019).
As this decision illustrates, while Delaware law imposes a high bar for pleading demand futility and fiduciary oversight claims under what is known as a Caremark...more
Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019).
Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more
McElrath v. Kalanick, C.A. No. 2017-0888-SG (Del. Ch. Apr. 1, 2019).
This derivative action arose out of Uber’s acquisition of a self-driving vehicle firm named Otto, which involved former Google employees. Google sued...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
Originally published in Transaction Advisors....more
2/25/2019
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Fiduciary Duty ,
Mergers ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Tesla
City of Tamarac Firefighters’ Pension Trust Fund v. Corvi, C.A. No. 2017-0341-KSJM (Del. Ch. Feb. 12, 2019).
Under Delaware law, stockholders who wish to pursue a derivative claim on the corporation’s behalf face an...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
The cases selected either meaningfully changed Delaware law or provided...more
Klein v. H.I.G. Capital LLC, C.A. No. 2017-0862-AGB (Del. Ch. Dec. 19, 2018) -
Under the Delaware Supreme Court’s Gentile decision, a claim may be dual-natured, meaning partially derivative on behalf of the corporation and...more
In re Twitter Inc. Shareholder Derivative Litigation, C.A. No. 18-62-VAC-MPT (D. Del. July 23, 2018) -
Several Court of Chancery decisions discuss the appropriateness of staying a derivative action pending a related...more
Ellis v. Gonzalez, C.A. No. 2017-0342-SG (Del. Ch. July 10, 2018) -
The pre-suit demand on the board requirement for derivative litigation usually is not excused solely by a sufficiently pled disclosure violation....more
Steinberg v. Bearden, C.A. No. 2017-0286-AGB (Del. Ch. May 30, 2018) -
This is an interesting decision for its discussion of when pre-suit demand on the board is not excused for a derivative complaint alleging the...more
In Re Oracle Corporation Derivative Litigation, C.A. No. 2017-037-SG (Del. Ch. Mar. 19, 2018) -
Delaware law requires a derivative plaintiff to make a pre-suit demand on the board unless excused as futile. Because some...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more
2/22/2018
/ Appraisal ,
Appraisal Rights ,
Books & Records ,
Breach of Duty ,
Business Litigation ,
Corporate Counsel ,
Derivative Suit ,
Directors ,
Fiduciary Duty ,
Master Limited Partnerships ,
Partnership Agreements ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
California State Teachers Retirement System v. Alvarez, No. 295, 2016 (Del. Jan. 25, 2018) -
This is an important decision clarifying the rules regarding the preclusive effect a dismissal of a derivative suit may have on a...more
Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) -
This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side...more