Samuel Bashman at Morris James LLP

Chancery Holds Defendant Breached Fiduciary Duties by Failing to Distribute Assets Equally During Dissolution of LLC

Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Sept. 20, 2024) - In this post-trial decision, the plaintiffs claimed that one of the defendants breached his fiduciary duties by failing to distribute assets equally at...more

4/2/2025 / Breach of Duty , Business Disputes , Business Entities , Business Litigation , Damages , Delaware , Dissolution , Fiduciary Duty , Limited Liability Company (LLC) , Shareholder Litigation

Court of Chancery Finds in Favor of Defendants on All Remaining Claims After Remand

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more

3/21/2025 / Appeals , Breach of Contract , Business Litigation , Corporate Governance , DE Supreme Court , Disclosure Requirements , Fiduciary Duty , Limited Partnership Agreements

Chancery Holds Void Corporations are Unable to Litigate Claims

Rivera v. Angkor Capital Ltd., C.A. 2022-0671-MTZ (Del. Ch. Aug. 20, 2024) - In this decision involving a plaintiff corporation’s action to rescind a stock purchase agreement involving the sale of a majority interest in...more

2/6/2025 / Business Entities , Business Litigation , Corporate Dissolution , Corporate Taxes , Delaware General Corporation Law , Shareholders , Stock Purchase Agreement

Chancery Holds That Demand Was Not Wrongfully Refused When Considered by Working Group

In re Kraft Heinz Demand Refused Derivative Stockholder Litig., Consol. C.A. No. 2022-0398-LWW (Del. Ch. July 19, 2024) - By making a demand, a stockholder-plaintiff tacitly concedes that the board can impartially consider...more

12/19/2024 / Board of Directors , Breach of Duty , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Shareholders

Court of Chancery Holds Non-Voting Stock Must be Included on Stock Ledger

Mitchell Partners, L.P. v. AMFI Corp., C.A. Nos. 2020-0985-KSJM, 2020-0986-KSJM (Del. Ch. July 3, 2024) - In this case, in which the Chancellor reviewed a decision by a special master, the Court examined whether...more

11/19/2024 / Breach of Duty , Fiduciary Duty , Shareholder Votes , Shareholders , Summary Judgment

Court of Chancery Denies Post-Trial Motions Seeking to Enjoin Tesla Defendants

Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) - Following the Court of Chancery’s post-trial opinion concerning Elon Musk’s compensation from Tesla (summarized here), Tesla submitted stockholder...more

9/9/2024 / Board of Directors , Shareholder Litigation , Shareholder Proposals , Shareholders

Chancery Holds Plaintiff Fails to Meet Rule 23.1 Pleading Standard, Dismisses Action Arising From T-Mobile Data Hack

Harper v. Sievert, C.A. No. 2022-0819-SG (Del. Ch. May 31, 2024). A stockholder plaintiff brought derivative claims alleging that current and former directors of T-Mobile US, Inc. were liable for aggregating customers’...more

9/9/2024 / Board of Directors , Breach of Duty , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Shareholders

Chancery Addresses Acquirer’s Request For Joint Tortfeasor Settlement Credit

In re Columbia Pipeline Grp. Inc. Merger Litig., Consol. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024) - In this post-trial decision, the Court addressed an acquirer’s responsibility for damages suffered by a stockholder...more

8/16/2024 / Aiding and Abetting , Board of Directors , Breach of Duty , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

Chancery Determines Certain Suits and Investigations Against Amazon Were Insufficient to Meet Credible Basis Standard to Inspect...

Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) - In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a stockholder-plaintiff must...more

8/16/2024 / Board of Directors , Books & Records , Breach of Duty , Delaware General Corporation Law , Fiduciary Duty , Section 220 Request , Securities and Exchange Commission (SEC) , Shareholder Litigation , Shareholders

Chancery Declines to Exercise Equitable Jurisdiction in a Contract Action to Compel the Release of Funds Held in Escrow

In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) - This case dealt with the voluntary assignment for the benefit of creditors under 10 Del. C. § 7381, et seq....more

7/2/2024 / Breach of Contract , Declaratory Judgments , Fiduciary Duty , Purchase Agreement

Chancery Denies Attorneys’ Fees for Appointment of New Directors Following Assertion of Derivative Claims

In re Oracle Corp. Deriv. Litig., Consol. C.A. No. 2017-0337-SG (Del. Ch. Feb. 7, 2024) - Under the mootness rule, a stockholder plaintiff can be awarded attorneys’ fees when the plaintiff’s litigation efforts result in...more

5/6/2024 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Shareholders

Chancery Excuses Condition in Stockholder Agreement When Company Caused its Non-Occurrence

Chordia v. Lee, C.A. No. 2023-0382-NAC (Del. Ch. Jan. 4, 2024) - In this case, as part of a sale of a majority interest, a stockholder agreement granted the founders the ability to designate members to the board of...more

4/26/2024 / Breach of Contract , Fiduciary Duty , Shareholder Activism , Shareholders

Plaintiffs Adequately Pled Unjust Enrichment for Materially Deficient Disclosures

Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023) - To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an...more

3/20/2024 / Breach of Contract , Breach of Duty , Contract Terms , Fiduciary Duty , Implied Contract , Unjust Enrichment

Chancery Upholds Written Consent Based on Signer’s Sophistication and Opportunity to Inspect

REM OA Holdings LLC v. Northern Gold Holdings LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sep. 20, 2023) - Delaware is a contractarian state and the presumption is that parties are bound by their agreements. That presumption...more

1/18/2024 / Contract Terms , Legal Opinion , Motion for Reconsideration

Chancery Denies Specific Performance in De-SPAC Transaction Based on Difficulty of Enforcement and Plaintiff’s Inequitable Conduct

26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) - Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more

1/18/2024 / Breach of Contract , Contract Terms , Merger Agreements , Mergers , Shareholders

Chancery Finds Defendants Liable for Fraud Based on the Failure to Disclose Internal Billing Practices

NetApp Inc. v. Cinelli, C.A. No. 2020-1000-LWW (Del. Ch. Aug. 2, 2023) - This decision arose out of the sale of the company Cloud Jumper to NetApp, Inc. The seller’s management had been recording internal software use as...more

1/2/2024 / Breach of Contract , Contract Terms , Fraud , Mergers

Superior Court CCLD Declines to Award Costs for Special Master and Mediator, and Awards only Simple Interest on Judgment in...

LCT Capital, LLC v. NGL Energy Partners LP, C.A. No. N15C-08-109 JJC CCLD (Del. Super. Ct. June 20, 2023) - Under Superior Court Rule 54, costs are allowed as a matter of course to the prevailing party. In this post-trial...more

10/24/2023 / Breach of Contract , Business Litigation , Contract Terms , Quantum Meruit , Unjust Enrichment

Chancery Finds Derivative Plaintiffs Breached Duties in Withholding Arbitration Award of the Company

Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. June 1, 2023) - As this decision explains, when stockholder plaintiffs control the derivative claims of the company, they serve as agents of the company and owe the...more

9/28/2023 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholders

Superior Court Declines to Dismiss Counterclaims Based on “Interrelated Wrongful Act” Clause in D&O Coverage Dispute Arising Out...

National Amusements Inc. v. Endurance American Specialty Insurance Co. (Del. Super. April 28, 2023) - In this D&O insurance coverage dispute, the plaintiffs moved to dismiss the defendant insurers' counterclaims, which...more

9/11/2023 / Breach of Duty , D&O Insurance , Fiduciary Duty , Policy Exclusions

Chancery Rules That Separate Accrual Periods Apply to an Information Systems Caremark Claim in Walmart Opioid Litigation

Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 12, 2023) - To determine the limitations period under laches, a court must determine when a claim accrued....more

8/23/2023 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation

Plaintiff Overcomes Rule 23.1 In Walmart Opioids Litigation Based In Part On Over-Redacted Documents In Books And Records...

Ontario Provincial Council of Carpenters’ Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 26, 2023) - To assert a derivative claim, a stockholder plaintiff must plead demand futility. The plaintiffs...more

8/22/2023 / Books & Records , Breach of Duty , Fiduciary Duty , Opioid , Section 220 Request , Shareholders , Wal-Mart

Samuel Bashman

Morris James LLP

Popular Topics by This Author

Latest Publications