In September 2021, in United Food and Commercial Workers Union v. Zuckerberg, the Delaware Supreme Court embraced the Court of Chancery’s suggestion that the analysis for evaluating demand futility in derivative cases should...more
On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more
3/1/2019
/ Acquisitions ,
Appraisal Rights ,
Books & Records ,
Business Judgment Rule ,
Bylaws ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
DE Supreme Court ,
Defense Strategies ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Entire Fairness Standard ,
Forum Selection ,
Mergers ,
MFW ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Ratification ,
Reversal ,
Section 220 Request ,
Securities Act of 1933 ,
Shareholder Demands ,
Shareholders ,
Standard of Review
Since the Delaware Supreme Court decided Corwin v. KKR Financial Holdings LLC more than two years ago, there has been an open question as to whether and to what extent the principles affirmed in that decision apply in the...more
5/30/2018
/ Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Corwin Doctrine ,
Entire Fairness Standard ,
Mergers ,
Pleading Standards ,
Revlon Standard ,
Section 220 Request ,
Shareholder Rights ,
Standard of Review
In the recent opinion California State Teachers’ Retirement System v. Alvarez (Walmart), the Delaware Supreme Court addressed the preclusive effect of demand futility decisions rendered by one court on derivative litigation...more
5/29/2018
/ Bribery ,
Collateral Estoppel ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Due Process ,
Intervenors ,
Issue Preclusion ,
Privity of Contract ,
Section 220 Request ,
Shareholder Litigation ,
Wal-Mart
Since its issuance in 2015, the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC has been routinely applied, in appropriate circumstances, to dismiss post-closing deal litigation. However, Corwin’s...more
11/27/2017
/ Books & Records ,
Corwin Doctrine ,
DE Supreme Court ,
Derivative Suit ,
Discovery ,
Garner ,
Merger Agreements ,
Mergers ,
Privileged Communication ,
Section 220 Request ,
Shareholder Litigation