Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) -
In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...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
An employee, agent or principal of an investor is often designated to serve on a company’s board of directors when that company receives an investment or acquires the investor. That board member then becomes privy to legal...more
Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249-JRS (Del. Ch. March 1, 2022) -
In this post-trial decision, the Court of Chancery awarded specific performance to Plaintiff/franchisee who sought to enforce...more
Galindo v. Stover, C.A. No. 2021-0031-SG (Del. Ch. Jan. 26, 2022) -
If a majority of fully informed, uncoerced, disinterested stockholders vote to approve a merger not involving a conflicted controlling stockholder, then...more
Hollywood Firefighters Pension Fund v. Malone, C.A. 220-0880-SG (Nov. 8, 2021) -
A plaintiff may be entitled to a mootness fee if it shows that its action had merit and produced a corporate benefit. This case outlines the...more
Yatra Online, Inc. v. Ebix, Inc., C.A. No. 2020-0444-JRS (Del. Ch. Aug. 30, 2021) -
Agreements frequently specify how the termination of the agreement affects the parties’ rights and obligations. This case illustrates that...more
A stockholder complaining about a merger transaction materially enhances her prospects of overcoming a motion to dismiss if she can allege self-dealing by a controlling stockholder or that the transaction involves a change of...more
In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL (Del. Ch. Mar. 1, 2021)
Certain judicial doctrines, including collateral estoppel and stare decisis, promote efficiency and finality by barring...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
In re Anthem-Cigna Merger Litigation, C.A. No. 2017-0114- JTL (Del. Ch. August 31, 2020) -
This action arose out of a failed merger transaction involving the second and third largest health insurers in the United States,...more
In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) -
This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a...more
Roundpoint Mortgage Servicing Corp. v. Freedom Mortgage Corp., C.A. No. 2020-0161-SG (Del. Ch. July 22, 2020) -
To establish an implied contractual obligation pursuant to the implied covenant of good faith and fair...more
Kruse v. Synapse Wireless, Inc., C.A. No. 12392-VCS (Del. Ch. July 14, 2020) -
This case illustrates how appraisal works outside of the public market context when a lack of data hinders a reliable valuation. Here,...more
Gilbert v. Perlman, C.A. No. 2018-0453-SG (Del. Ch. Apr. 29, 2020) -
Delaware law imposes fiduciary duties upon controlling stockholders who use their power to control the corporate machinery. For that reason, determining...more
In re Appraisal of Panera Bread Co., C.A. No. 2017-0593-MTZ (Del. Ch. Jan. 31, 2020).
JAB Holdings B.V. (“JAB”), a private company that also owns Einstein Bros., Caribou Coffee and Krispy Kreme, acquired Panera Bread...more
In re: Essendant, Inc. Stockholder Litigation, C.A. No. 2018-0789-JRS (Del. Ch. Dec. 30, 2019).
When as here a Delaware corporation’s charter contains an exculpation provision under Section 102(b)(7) of the Delaware...more
A stockholder seeking the books and records of a Delaware corporation to investigate alleged management misconduct must establish a “credible suspicion.” Even where a stockholder meets that burden, it will only be entitled to...more
Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Oct. 29, 2019).
The Dieckman v. Regency GP LP matter has been in the Delaware courts for several years. ...more
Manti Holdings, LLC v. Authentix Acquisition Co., Inc., C.A. No. 2017-0887 SG (Del. Ch. Aug 14, 2019).
In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Court of Chancery held that a contract provision...more
Horton v. Organogenesis Inc.,C.A. No. 2018-0537-KSJM (Del. Ch. July 22, 2019).
Sellers in merger agreements generally agree to indemnify buyers for certain “Losses” but require the buyers to provide timely notice of...more
Since the Delaware Supreme Court’s 2015 Corwin v. KKR Financial Holdings decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
Originally published in Transaction Advisors....more
2/25/2019
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Fiduciary Duty ,
Mergers ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
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In 2014, the Delaware Supreme Court in Kahn v. MFW held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out...more