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
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
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
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
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
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
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
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
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
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
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
In re Mindbody Inc. Stockholder Litig., C.A. No. 2019-0442-KSJM (Del. Ch. Mar. 15, 2023) -
Under Revlon, to demonstrate that they satisfied their fiduciary duties in connection with a sale of control, directors bear the...more
In re McDonald's Corp. Stockholder Derivative Litig., CA No. 2021-0324-JTL (Del. Ch. March 1, 2023) -
A plaintiff can plead an oversight claim against a board by alleging particularized facts to support an inference that...more
In Re Orbit/FR, Inc. Stockholders Litig., C.A. No. 2018-0340-SG (Del. Ch. January 9, 2023) -
In In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013), the Court examined whether a litigation asset being...more
Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 6, 2023) -
Delaware law allows for two exceptions to the continuous stock ownership rule for stockholders to bring and maintain standing to assert derivative claims...more
Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) -
When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more
Huret v. Mondobrain, Inc., C.A. No. 2021-0208-SG (Del. Ch. Apr. 27, 2022) -
Under Section 145(c) of the DGCL, a director that has been successful on the merits or otherwise in defending a covered proceeding is entitled to...more
In re Straight Path Communications Inc. Consol. Stockholder Litig., C.A. No. 2017-0486-SG (Del. Ch. Feb. 17, 2022) -
This summary judgment decision arose out of a transaction involving the company Straight Path....more
Knott Partners L.P. v. Telepathy Labs, Inc., C.A. No. 2021-0583-SG (Del. Ch. Nov. 23, 2021) -
To seek corporate records under section 220 of the DGCL, the plaintiff must demonstrate that it is a stockholder. Generally, a...more
Drachman v. Cukier, C.A. No. 2019-0728-LWW (Del. Ch. Oct. 29, 2021) -
To survive a motion to dismiss in the demand refusal context, the plaintiff must allege facts that create a reasonable doubt that the board’s decision...more
Pacira Biosciences, Inc. v. Fortis Advisors LLC, C.A. No. 2020-0694-PAF (Del. Ch. Oct. 25, 2021) -
There generally cannot be a claim under the implied covenant of good faith and fair dealing for conduct that is addressed...more
Ligos v. Isramco, Inc., C.A. No. 2020-0435-SG (Del. Ch. Aug. 31, 2021) -
Under MFW, a conflicted controller transaction may get the benefit of business judgment review when conditioned on two procedural protections...more
Teamsters Local 237 Additional Security Benefit Fund v. Caruso, C.A. No. 2020-0620-PAF (Del. Ch. Aug. 31, 2021) -
Under Revlon, a director must focus on obtaining a transaction that provides the maximum value for...more
Fla. Chem. Co., LLC v. Flotek Indus., Inc., C.A. No. 2021-0288-JTL (Del. Ch. Aug. 17, 2021).
Under Delaware law, a forum selection clause may be enforceable against a non-signatory if the non-signatory has a significantly...more
Diep v. Sather, C.A. No. 12760-CM (Del. Ch. July 30, 2021) -
Under Zapata, when analyzing a motion to dismiss by a special litigation committee, the court evaluates whether the committee was independent, acted in good...more