News & Analysis as of

Motion to Dismiss Shareholders Breach of Contract

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

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Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

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Delaware Corporate and Commercial Case Law Year in Review - February 2023

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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

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Chancery Resolves Section 225 Dispute and Declines to Invalidate Written Consents

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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

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Chancery Dismisses Action for Declaratory and Injunctive Relief for Lack of Subject Matter Jurisdiction on Grounds that the...

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Qlarant, Inc. v. IP Commercialization Labs, LLC, C.A. No. 2021-0574-MTZ (Del. Ch. Jan. 25, 2022) - Pursuant to an asset purchase agreement, the plaintiff buyer purchased assets from a seller and several of its affiliates....more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

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Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

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Chancery Dismisses Action For Plaintiffs’ Failure to Join Indispensable Parties

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Germaninvestments AG and Richard Herrling, individually and on behalf of AHMR GmbH v. Allomet Corporation and Yanchep LLC, C.A. No. 2018-0666-JRS (Del. Ch. Nov. 20, 2020) - Under Court of Chancery Rule 12(b)(7), a...more

Farrell Fritz, P.C.

Economic Justification for the Win – Defeating a Tortious Interference Claim

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Consider this situation: You are a shareholder of a company who is about to enter into a contract with a third party. But you know that this is a bad deal that will negatively impact the company....more

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Court Of Chancery Interprets Preferred Stock Rights

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Cedarview Opportunities Master Fund L.P. v. Spanish Broadcasting System Inc. C.A. 2017-0785-AGB (August 27, 2018) - How to interpret the provisions of preferred stock is often a difficult task. Any preference must be...more

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