In 1996, the Delaware Court of Chancery issued its seminal decision in In re Caremark International Inc. Derivative Litigation, establishing the conditions for director oversight liability under Delaware law. Adopted a decade...more
12/17/2021
/ Board of Directors ,
Boeing ,
Breach of Duty ,
Caremark claim ,
Cybersecurity ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Financial Statements ,
Food Safety ,
Marriott ,
Personal Information ,
Shareholder Litigation
In Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and...more
This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more
12/23/2020
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
CEOs ,
Certificates of Incorporation ,
Class Action ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Duty of Care ,
Fiduciary Duty ,
Gross Negligence ,
Mergers
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
1/24/2020
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Discovery ,
Electronically Stored Information ,
Fiduciary Duty ,
Independent Director ,
Inspection Rights ,
Litigation Strategies ,
Mergers ,
MFW ,
Motion to Dismiss ,
Oversight Duties ,
Section 220 Request ,
Shareholder Litigation ,
Shareholder Votes ,
Void ab initio
Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more
1/21/2020
/ Activist Investors ,
Appeals ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Confidential Documents ,
Corporate Counsel ,
DE Supreme Court ,
Delaware General Corporation Law ,
Discovery ,
Document Productions ,
Electronically Stored Information ,
Email ,
Fiduciary Duty ,
Litigation Strategies ,
Mergers ,
Proxy Contests ,
Scope of Discovery Requests ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
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
11/30/2018
/ Acquisitions ,
Aiding and Abetting ,
Appraisal ,
Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Conflicts of Interest ,
Damages ,
Deal Price ,
Defense Strategies ,
Delaware General Corporation Law ,
Discovery ,
Fair Valuation ,
Fiduciary Duty ,
Financial Adviser ,
Investment Banks ,
Litigation Strategies ,
Mergers ,
Motion to Compel ,
Pleading Standards ,
Popular ,
Remedies ,
Scienter ,
Shareholders ,
Subpoenas
Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more
5/29/2018
/ Acquisitions ,
Appraisal ,
Breach of Duty ,
Corporate Counsel ,
Corwin Doctrine ,
Damages ,
DE Supreme Court ,
Discovery ,
Injunctions ,
Mergers ,
Mootness ,
Section 220 Request ,
Securities Litigation ,
Settlement Negotiations ,
Shareholders ,
Trulia
Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more
1/26/2018
/ Appraisal Rights ,
Arms Length Transactions ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Post-Closing Money Damages ,
Remand ,
Reversal ,
Revlon Standard ,
Standard of Review ,
Trulia
The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more
1/6/2017
/ Bad Faith ,
Breach of Duty ,
Committee Meetings ,
Conflicts Committee ,
Conflicts of Interest ,
DE Supreme Court ,
Derivative Suit ,
Drop-Down Transactions ,
Fiduciary Duty ,
Independent Directors ,
Limited Partnerships ,
Master Limited Partnerships ,
Mergers ,
Parent Corporation ,
Publicly-Traded Companies ,
Reaffirmation ,
Reversal ,
Subsidiaries
Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more
11/21/2016
/ Acquisitions ,
Breach of Duty ,
Corporate Counsel ,
Disclosure Settlement ,
Dismissal With Prejudice ,
Fee Awards ,
Material Misstatements ,
Mootness ,
Mootness Fee Applications ,
Omissions ,
Proxy Statements ,
Shareholder Rights ,
Standard of Review ,
Supplemental Disclosures ,
Trulia