News & Analysis as of

Fiduciary Duty Shareholder Litigation Delaware General Corporation Law

Morris James LLP

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

Morris James LLP on

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

Bennett Jones LLP

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

Bennett Jones LLP on

In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

A&O Shearman

Delaware Court Of Chancery Holds That Corwin Cleansing Applies To Claims Related To Reduction Of Acquisition Price

A&O Shearman on

On June 21, 2024, Vice Chancellor Nathan A. Cook of the Delaware Court of Chancery granted a motion to dismiss a putative stockholder class action asserting breach of fiduciary duty claims against the officers and directors...more

A&O Shearman

Delaware Chancery Court Applies Entire Fairness To State Of Incorporation Conversions

A&O Shearman on

On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied in part and granted in part a motion to dismiss a stockholder action against TripAdvisor, Inc. and its parent (together, the...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

A&O Shearman

Delaware Court Of Chancery Invalidates Stockholder Agreement Provisions That Deprive Board Of Key Decision-Making Powers

A&O Shearman on

On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery invalidated a number of significant provisions in a stockholder agreement between a financial institution (the “Company”) and its...more

Bennett Jones LLP

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Bennett Jones LLP on

In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

A&O Shearman

Delaware Court Of Chancery Holds That Controlling Stockholder Conduct Did Not Breach Fiduciary Duties But Rendered Buyout...

A&O Shearman on

On January 24, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery awarded a stockholder plaintiff class more than $18 million, finding that the acquisition of the “Hometown” division of Sears Hometown...more

Jenner & Block

Client Alert: Delaware Court of Chancery Defines Controlling Stockholder Fiduciary Duties: In Re Sears Hometown and Outlet Stores,...

Jenner & Block on

When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Fiduciary Duty Claims in the Direct Listing Context

On February 1, 2024, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision refusing to dismiss stockholder claims against directors and officers of Coinbase Global, Inc. over their sales of...more

Wilson Sonsini Goodrich & Rosati

2023 Delaware Corporate Law and Litigation Year in Review

Wilson Sonsini is pleased to present the 2023 Delaware Corporate Law and Litigation Year In Review. In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer...more

A&O Shearman

Delaware Court Of Chancery Rejects Claims Related To The Acquisition Of An Alleged Controller’s Portfolio Company For Failure To...

A&O Shearman on

On December 28, 2023, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery dismissed derivative breach of fiduciary duty and other claims asserted by a plaintiff shareholder after nCino, Inc. (the “Corporation”)...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more

Skadden, Arps, Slate, Meagher & Flom LLP

Books and Records Demands 2023 Recap: Courts Continue To Develop the Law Regarding the Scope of Inspection

As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. C. § 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision,...more

Latham & Watkins LLP

California Court Adopts the Caremark Standard for Oversight Claims

Latham & Watkins LLP on

The decision articulates the standard for plaintiffs asserting derivative claims based on an alleged failure of oversight by directors and officers of California companies. Nearly three decades ago in the seminal case In...more

Wilson Sonsini Goodrich & Rosati

Officer Exculpation and the Silicon Valley 150

Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more

A&O Shearman

Delaware Court Of Chancery Rejects Stockholder’s Section 220 Books And Record Demand In Connection With Corporation’s Expression...

A&O Shearman on

On June 27, 2023, Vice Chancellor Lori W. Will of the Delaware Court of Chancery issued a judgment in favor of a “leading media and entertainment” company with a “substantial presence in Florida” (the “Corporation”),...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Decision on Disney Board’s Obligations in the DeSantis Dispute

On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s...more

A&O Shearman

Delaware Supreme Court Affirms Decision Rejecting Fiduciary Duty Claims As To Allegedly Conflicted Acquisition Because It...

A&O Shearman on

On June 6, 2023, in an opinion authored by Justice Karen L. Valihura, the Supreme Court of Delaware sitting en banc unanimously affirmed judgment in favor of defendant, the CEO/Founder and then-Chairman (the “Chairman”) of...more

Hogan Lovells

Mere disagreement with merger decision not a cognizable claim under Delaware law

Hogan Lovells on

The Delaware Court of Chancery, in Teamsters Local 677 Health Services & Insurance Plan v. Martell, C.A. No. 2021-1075-NAC (Del. Ch. January 31, 2023), granted the defendant’s motion to dismiss under Corwin. The court found...more

A&O Shearman

Delaware Court of Chancery Finds Revlon Violation For Founder Who Favored Buyer And Failed To Disclose, And Aiding & Abetting...

A&O Shearman on

On March 15, 2022, Chancellor Kathaleen McCormick of the Delaware Court of Chancery ruled that the founder and former CEO of Mindbody Inc. (the “Company”) breached his fiduciary duties to stockholders in connection with the...more

A&O Shearman

Pair Of Delaware Chancery Court Decisions Deny Motions To Dismiss SPAC Shareholder’s Fiduciary Breach Claims, Following MultiPlan

A&O Shearman on

On January 4, 2023, and again on March 1, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery denied motions to dismiss claims against directors and controlling shareholders of GigCapital-affiliated special...more

A&O Shearman

Delaware Court Of Chancery Dismisses Caremark Claims Against Directors For Failure To Allege Bad Faith After Permitting Related...

A&O Shearman on

On March 1, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed derivative claims brought by stockholders for breach of the fiduciary duty of oversight under Caremark against the directors of...more

Wilson Sonsini Goodrich & Rosati

In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial

On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more

80 Results
 / 
View per page
Page: of 4

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide