Once again, the Delaware courts are being accused of improperly favoring management in stockholder litigation. Those accusations have periodically surfaced over at least the last 45 years, since Professor Cary’s famous (or...more
In re Straight Path Communications Inc. Consolidated Stockholder Litigation, C.A. No. 2017-0486-SG (Del. Ch. June 25, 2018) -
When a merger closes, stockholders of the acquired company generally lose standing to pursue...more
In Re Hansen Medical Inc. Stockholders Litigation, C.A. 12316-VCMR (June 18, 2018) -
This is another decision in a series of recent decisions where the Court of Chancery had to decide if a less-than-50% stockholder...more
CertiSign Holding Inc. v. Kulikovsky / Kulikovsky v. CertiSign Holding Inc., C.A. No. 12055-VCS (Del. Ch. June 7, 2018) -
When a corporation accidentally issues defective stock or takes some other defective corporate act,...more
Full Value Partners L.P. v. Swiss Helvetia Fund Inc., C.A. No. 2017-0303-AGB (Del. Ch. June 7, 2018) -
A representative plaintiff who confers a non-monetary benefit on the represented class will be entitled to an award of...more
City Of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., C.A. No. 2018-0227-AGB (Del. Ch. June 1, 2018) -
In a reverse triangular merger, a parent company uses a subsidiary to acquire...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
Leaf Invenergy Company v. Invenergy Wind LLC, C.A. 11830-VCL (April 19, 2018) -
This is an important decision because it points out that the breach of a contract does not always mean damages will be awarded....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
Wypie Investments LLC v. Homschek, C.A. N14C-08-140 WCC CCLD (March 28, 2018) -
This decision clarifies that negligent representation claims can only be brought in the Delaware Court of Chancery. ...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
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
A series of recent Delaware court decisions have caused some plaintiffs law firms to decide stockholder litigation should no longer be filed in the Delaware courts. This article will first explain the background to their...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
Appel v. Berkman, No. 316, 2017 (February 20, 2018) -
When seeking stockholder votes it is not always clear when the company must disclose an opinion of an individual director on the merits of the proposed transaction....more
In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) -
This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here...more
Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) -
This appraisal case adopts the target’s market price as its fair value....more
Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) -
When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great...more
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
Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) -
This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere...more