Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors...more
In re: CCIV / Lucid Motors Sec. Litig., 110 F.4th 1181 (9th Cir. 2024), the Ninth Circuit affirmed dismissal of a securities fraud class action brought by investors under Sections 10(b) and 20(a) of the Exchange Act and Rule...more
Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more
In In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation, the Delaware Court of Chancery for the first time dismissed breach of fiduciary duty claims against directors involved in a merger with a special purpose...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more
After a de novo review of the record following a Magistrate in Chancery’s final report, Vice Chancellor Fioravanti of the Delaware Court of Chancery declined to accept the Magistrate’s recommendation to deny a...more
The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders. In Seidman, the court...more
In Newman v. KKR, the Delaware Court of Chancery dismissed a shareholder suit against Transphorm, Inc.’s Board and KKR, the largest shareholder, for failure to plead demand futility. The plaintiff alleged that the Board...more
This quarter we are covering some key court decisions regarding securities and corporate governance issues. The U.S. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term...more
In In re Edgio Stockholders Litigation, No. 2022-0624-MTZ (Del. Ch. May 1, 2023) the Delaware Court of Chancery, in denying a motion to dismiss, evaluated a stockholder action to enjoin a transaction in light of one party’s...more
In this past year, we saw an uptick in in-person court proceedings as the effects of the pandemic subsided, a decrease in pandemic-related litigation, and a return to many of the core issues facing Delaware companies...more
4/25/2023
/ Acquisitions ,
Caremark claim ,
Cybersecurity ,
Delaware General Corporation Law ,
Derivative Suit ,
Freeze-Out Mergers ,
Mergers ,
Popular ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs)
In Construction Industry Laborers Pension Fund v. Bingle, (C.A. No. 2021-0940-SG (Del. Ch. Sept. 6, 2022)) (SolarWinds), the Delaware Court of Chancery granted a motion to dismiss a derivative suit against the directors of...more
In Cellular Telephone Partnership Litigation, C.A. No. 6885-CVL, the Chancery Court held that AT&T breached its duty of loyalty to its minority partners when it enacted a Freeze-Out transaction that dissolved a cellular...more
Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more
8/23/2022
/ Acquisitions ,
Board of Directors ,
Business Judgment Rule ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Entire Fairness Standard ,
Mergers ,
Popular ,
Shareholder Litigation ,
Tesla
Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
2/3/2022
/ Board of Directors ,
Breach of Contract ,
Bylaws ,
Caremark claim ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Indemnification ,
Pensions ,
Shareholder Litigation
In this appealing podcast episode, Hogan Lovells partners Olaf Gaertner and Jon Talotta will discuss the different phases of joint ventures and also where things can go wrong. They will discuss the pitfalls they’ve witnessed...more
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis.
The...more
11/23/2021
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Section 220 Request ,
Shareholder Litigation
One year ago, when we were finalizing our outlook for 2020, the world was in the early throes of the COVID-19 pandemic. While we anticipated that 2021 would bring many new challenges, few, if any, of us predicted at the time...more
4/13/2021
/ Business Litigation ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Sales Transactions ,
Forum Selection ,
Infectious Diseases ,
Material Adverse Effects ,
Publicly-Traded Companies ,
Securities Litigation ,
Securities Regulation ,
Shareholders
Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more
2/19/2021
/ Acquisition Agreements ,
Breach of Duty ,
Contract Terms ,
Coronavirus/COVID-19 ,
Corporate Sales Transactions ,
D&O Insurance ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Generic Drugs ,
Gilead Sciences ,
Infectious Diseases ,
Material Adverse Effects ,
Merger Agreements ,
Section 220 Request ,
Shareholder Litigation
In recent weeks, the Co-Directors of the SEC's Enforcement Division warned of the "importance of maintaining market integrity" in these uncertain times. Specifically, they urged public companies to be mindful of Regulation FD...more
Our "2020 securities, shareholder, and M&A litigation outlook" provides our point of view on 2020, including the key decisions from 2019 that provide a window into what this year holds in store. ...more
The novel coronavirus (COVID-19) has been declared a global pandemic by the World Health Organization (WHO). The virus has spread across continents, taken an enormous human toll, and disrupted business operations throughout...more
This update is designed to highlight selected important M&A, corporate, and commercial court decisions. Below is an update to a decision that we have been following....more