26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) -
Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more
Centurion Service Group, LLC v. Wilensky, C.A. No. 2023-0422-MTZ (Del. Ch. Aug. 31, 2023) -
In Frontline Techs Parent LLC v. Murphy, C.A. 2023-0546-LWW (Del. Ch. Aug. 23, 2023), the Court of Chancery recently declined a...more
In re Zendesk, Inc. Section 220 Litigation, C.A. No. 2023-0454-BWD (Del. Ch. Aug. 25, 2023) -
The background of this books-and-records decision involved a failed acquisition, a strategic review, a proxy contest, and a...more
Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) -
An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more
NetApp Inc. v. Cinelli, C.A. No. 2020-1000-LWW (Del. Ch. Aug. 2, 2023) -
This decision arose out of the sale of the company Cloud Jumper to NetApp, Inc. The seller’s management had been recording internal software use as...more
Frontline Techs. Parent, LLC v. Murphy, C.A. No. 2023-0546-LWW (Del. Ch. Aug. 23, 2023) -
This non-compete decision reminds drafters to pay careful attention to scope and definitions, in particular language covering the...more
VH5 Capital, LLC v. Jeremiah Rabe, C.A. No. 2020-0315-NAC (Del. Ch. June 30, 2023) -
The at-issue LLC had two members – the defendant and the plaintiff, both of whom also constituted the company's board. The company never...more
Triggering Delaware’s entire fairness review in stockholder litigation was once considered outcome determinate, but that view has waned. Numerous decisions have shown that defendants can overcome the unified fair process and...more
Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. June 1, 2023) -
As this decision explains, when stockholder plaintiffs control the derivative claims of the company, they serve as agents of the company and owe the...more
SeaWorld Entm't, Inc. v. Andrews, C.A. No. 2020-0955-NAC (Del. Ch. May 19, 2023) -
SeaWorld Entertainment, Inc. granted unvested equity awards to employees. Pursuant to equity agreements, the awards would vest if the...more
National Amusements Inc. v. Endurance American Specialty Insurance Co. (Del. Super. April 28, 2023) -
In this D&O insurance coverage dispute, the plaintiffs moved to dismiss the defendant insurers' counterclaims, which...more
City of Coral Springs Police Officers' Pension Plan v. Dorsey, C.A. No. 2022-0091-KSJM (Del. Ch. May 9, 2023) -
A terrible business decision does not ensure the Court of Chancery will sustain a derivative claim. A...more
Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023) -
Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of...more
Thermo Fisher Scientific PSG Corp. v. Arranta Bio MA, LLC, C.A. No. 2022-0608-NAC (Del. Ch. Apr. 4, 2023) -
The plaintiff and the defendant entered into a supply agreement under which the defendant would manufacture...more
Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 12, 2023) -
To determine the limitations period under laches, a court must determine when a claim accrued....more
Laidlaw v. GigAcquisitions2, LLC, C.A. No. 2021-0821-LWW (Del. Ch. Mar. 1, 2023) -
In the aftermath of a SPAC merger, the plaintiff (a public stockholder) brought claims for breaches of fiduciary duty against the SPAC's...more
Ontario Provincial Council of Carpenters’ Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 26, 2023) -
To assert a derivative claim, a stockholder plaintiff must plead demand futility. The plaintiffs...more
Intertek Testing Servs. NA, Inc., C.A. No 2022-0853-LWW (Del. Ch. Mar. 16, 2023) -
Delaware courts do not mechanically enforce non-competes. Instead, the non-compete must be reasonable in scope and duration and advance a...more
Thomas D. Murray et al. v. Shannon Rolquin et al., C.A. No 2018-0819-KSJM (Del. Ch. Mar. 9, 2023) -
In the Court of Chancery, untimely equitable claims may be time-barred by the doctrine of laches. However, a belated...more
In re AMC Entertainment Holdings, Inc. Stockholder Litigation, Consol. C.A. No. 2023-0215-MTZ (Del. Ch. Apr. 5, 2023) -
In various contexts, upon request or stipulation, the Court of Chancery will impose status quo orders,...more
In re McDonald's Corp. Stockholder Derivative Litig., CA No. 2021-0324-JTL (Del. Ch. March 1, 2023) -
A plaintiff can plead an oversight claim against a board by alleging particularized facts to support an inference that...more
Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 12, 2023) -
Three children filed suit against their mother and her associates, alleging they had seized control of a family-owned corporation and engaged in...more
In re Orbit/FR, Inc. S’holders Litig., C.A. No. 2018-0340-SG (Jan. 24, 2023) -
This decision involved a stockholder challenge to a merger between Orbit and its controller, Microwave Vision....more
Stillwater Mining Company v. National Union Fire Insurance Company of Pittsburgh, PA et al., No. 24, 2022 (Del. Jan. 12, 2023) -
This decision from Delaware Supreme Court addresses choice-of-law questions for D&O insurance...more
In Re Orbit/FR, Inc. Stockholders Litig., C.A. No. 2018-0340-SG (Del. Ch. January 9, 2023) -
In In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013), the Court examined whether a litigation asset being...more