Glidepath Limited v. Beumer Corporation, C.A. No. 1220-VCL (Del. Ch. June 4, 2018) -
This decision addresses two contracting parties’ divergent expectations relating to whether a delayed closing affected the agreement’s...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
CBS Corp., et al. v. National Amusements, Inc., et al., C.A. No. 2018-0342-AGB (Del. Ch. May 17, 2018) (Letter Op.) -
Arising out of the highly-publicized dispute over the proposed transaction involving CBS and Viacom,...more
MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) -
Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more
R.A. Feuer v. Redstone, C.A. 12575-CB (April 19, 2018) -
This decision involves the rare case where a waste claim is well plead. ...more
RCS Creditor Trust v. Schorsch, C.A. No. 2017-178-SG (Del. Ch. Apr. 5, 2018) -
This is an interesting decision for two reasons. First, it distinguishes between classic self-dealing claims and tag-along challenges to...more
In re Tesla Motors Inc. Stockholder Litigation, C.A. No. 12711-VCS (Del. Ch. Mar. 28, 2018) -
Under Delaware law, a controlling stockholder need not be a majority stockholder. Rather, a controlling stockholder might be a...more
LVI Group Investments LLC v. NCM Group Holdings LLC, C.A. No. 12067-VCG (Del. Ch. Mar. 28, 2018) -
In Hazout v. Tsang Mun Ting, 134 A.3d 274 (Del. 2016), the Delaware Supreme Court expanded the basis for personal...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
Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018) -
This decision addresses a host of interesting topics. First, it declines to invoke the so-called step-transaction doctrine under...more
The Ravenswood Investment Company LP v. The Estate Of Bassett S. Winmill, C.A. No. 3730-VCS (Del. Ch. Mar. 21, 2018) -
It is easy to assume that some form of meaningful relief must be available when a fiduciary bears the...more
In Re UnitedHealth Group Inc. Section 220 Litigation, C.A. 2017-0681-VCMR (February 28, 2018) -
To obtain inspection rights from a Delaware corporation to investigate alleged wrongdoing, the petitioner needs some evidence...more
Arch Insurance Company v. Murdock, C.A. N16C-01-104 EMD CCLD (March 1, 2018) -
This decision upholds coverage under a D&O policy for a claim alleging fraud by directors. This is not too surprising as the Delaware...more
Wilkin v. Narachi, C.A. 12412-VCMR (February 28, 2018) -
Demand on directors is not required when it is alleged that they have violated a statute or rule. But when the claim is only that they violated the "best practices”...more
Cummings v. Eden, C.A. 13007-VCS (February 20, 2018) -
This decision is particularly helpful in clarifying the effect of Section 141 of the DGCL. A transaction that is passed by the vote of even a single disinterested...more
KT4 Partners LLC v. Palantir Technologies Inc., C.A. 2017-0177-JRS (February 22, 2018) -
When a demand to inspect corporate records states a purpose other than to value the corporation’s stock, it is often difficult to...more
Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic. However, to a large extent, companies can chose the forum to decide claims made against...more
Chatham Asset Management LLC v. Papanier, C.A. No. 2017-0088-AGB (Dec. 22, 2017) -
It is often said that a mere prediction of some future event cannot be misleading because such predictions are speculations that cannot be...more
City of Birmingham Retirement and Relief System v. Good, No. 16, 2017 (December 15, 2017) -
This decision explains again that actual or constructive knowledge of persistent corporate wrongdoing is needed before there is a...more
In re Investors Bancorp Inc. Stockholder Litigation, No. 169, 2017 (December 13, 2017) -
There has been some uncertainly over the effect of stockholder approval of stock option plans for directors, such as does that...more
IRA Trust FBO Bobbie Ahmed v. Crane, C.A.. 12742-CB (December 11, 2017) -
This is an important decision because it extends the holding of MFW to a stock reclassification. Under the 6-part test of MFW, the business judgment...more
Lenois v. Lawal, C.A. No. 11963-VCMR (Nov. 7, 2017) -
This case illustrates the power of well-functioning special committee to diffuse the potentially corruptive influence of a self-interested controller on a transaction....more
Kahn v. Stern, C.A. No. 12498-VCG (Aug. 28, 2017) -
It is not easy to sufficiently plead a bad faith breach of fiduciary duty by a board in approving a merger when a majority of the directors were disinterested and...more
In Re Meadwestvaco Stockholders Litigation, C.A. No. 10617-CB (August 17, 2017) -
As this decision explains, to state a claim attacking a merger on the basis that the Board acted in bad faith you need more than ...more
ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017) -
This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the...more