In re Cognizant Technology Solutions Corporation Derivative Litigation, the United States Court of Appeals for the Third Circuit, sitting en banc, overruled its prior decision in Blasband v. Rales that applied an...more
In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more
In the first quarter of 2024, Delaware courts issued several noteworthy opinions. The Delaware Supreme Court ruled in In re Fox Corporation/Snap Inc. that corporations do not need to seek votes from each stockholder class to...more
In Clem et al. v. Skinner, the Delaware Court of Chancery granted a motion Caremark claims against the directors of Walgreens Boots Alliance, Inc.’s for failure to plead demand futility. The court found that demand was not...more
In Palkon v. Maffei, the Delaware Court of Chancery permitted stockholders to pursue claims that the board of directors of TripAdvisor breached their fiduciary duties in converting TripAdvisor from a Delaware corporation to a...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more
In Lebanon County Employees’ Retirement Fund v. Collis, the Delaware Supreme Court reversed the Delaware Court of Chancery’s dismissal of Caremark claims against the directors of AmerisourceBergen Corporation that arose from...more
In Segway, Inc. v. Cai, the Delaware Court of Chancery dismissed a breach of fiduciary duty claim for failure to allege “sufficient facts to support a reasonable inference that the fiduciary acted in bad faith.” The plaintiff...more
In Texas Pacific Land Corporation v. Horizon Kinetics LLC, the Delaware Court of Chancery ruled in a post-trial opinion that investors violated a stockholders agreement by failing to vote in favor of a board proposal to...more
In Newman v. KKR, the Delaware Court of Chancery dismissed a shareholder suit against Transphorm, Inc.’s Board and KKR, the largest shareholder, for failure to plead demand futility. The plaintiff alleged that the Board...more
In In re Edgio Stockholders Litigation, No. 2022-0624-MTZ (Del. Ch. May 1, 2023) the Delaware Court of Chancery, in denying a motion to dismiss, evaluated a stockholder action to enjoin a transaction in light of one party’s...more
M&A and shareholder litigation is off to a busy start in 2023, with Delaware courts issuing several interesting opinions. The Delaware Supreme Court reversed a Delaware Court of Chancery decision, finding that the “maximum...more
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
In XRI Investment Holdings LLC v. Holifield, C.A. No. 2021-0619-JTL, the Court of Chancery found that defendant Holifield violated a No Transfer Provision in the limited liability company agreement of XRI Investment Holdings...more
The Delaware Court of Chancery, in In re Carvana Co., No. 2020-0415-KSJM (Del. Ch. June 30, 2022), applied the recently adopted Zuckerberg test for demand futility and denied the defendants’ motion to dismiss. The court found...more
In City of Detroit Police & Fire Ret. Sys. on Behalf of NiSource, Inc. v. Hamrock, No. CV 2021-0370-KSJM, the Delaware Court of Chancery granted a motion to dismiss duty of oversight claims against an energy company’s...more
In Stream TV Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court reversed the Delaware Court of Chancery’s finding that the board of Stream TV Networks, Inc. (Stream) could sell all of Stream’s assets without a...more
Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more
8/23/2022
/ Acquisitions ,
Board of Directors ,
Business Judgment Rule ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Entire Fairness Standard ,
Mergers ,
Popular ,
Shareholder Litigation ,
Tesla
In In re Forum Mobile, Inc., C.A. No. 2020-0346-JTL (Del. Ch. Feb. 3, 2022), the Delaware Chancery Court held that Section 226(a)(3) of the Delaware General Corporation Law (DGCL) does not authorize the court to appoint a...more
Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
2/3/2022
/ Board of Directors ,
Breach of Contract ,
Bylaws ,
Caremark claim ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Indemnification ,
Pensions ,
Shareholder Litigation
In re Kraft Heinz Company Derivative Litigation addresses demand futility in a case involving an insider stock sale. 3G Capital, Inc., a 24.2 percent shareholder in Kraft Heinz, sold 7 percent of its stake in August 2018...more
In Hollywood Firefighters’ Pension Fund v. Malone Inc., C.A. No. 2020-0880-SG (Del. Ch. Nov. 18, 2021), the Delaware Court of Chancery awarded a US$9.35 million mootness fee on the ground that a preliminary injunction...more
In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis.
The...more
11/23/2021
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Section 220 Request ,
Shareholder Litigation