On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller...more
In August 2023, American Airlines, Inc. moved to dismiss a class action lawsuit filed against the airline for allegedly jeopardizing employees’ retirement savings by investing in environmental, social and governance (ESG)...more
10/25/2023
/ 401k ,
American Airlines ,
BlackRock ,
Class Action ,
Climate Action Plan ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Financial Services Industry ,
Investment Funds ,
Investment Management ,
Investment Opportunities ,
Motion to Dismiss ,
Retirement Plan
On June 21, two Republican members of Congress renewed efforts to enact legislation that arguably would restrict investment managers from taking into account ESG considerations in investing on behalf of retirement funds. U.S....more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
2/10/2023
/ Bad Faith ,
Caremark claim ,
Corporate Counsel ,
Corporate Culture ,
Corporate Officers ,
Derivative Complaint ,
Directors ,
Duty of Oversight ,
Employee Misconduct ,
Fiduciary Duty ,
Franchises ,
McDonalds ,
Red Flags Rule ,
Sexual Harassment ,
Shareholder Litigation
On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more
1/24/2023
/ Breach of Contract ,
Damages ,
DE Supreme Court ,
Delaware Revised Uniform Limited Partnership Act ,
Exculpatory Clauses ,
Fiduciary Duty ,
Going-Private Transactions ,
Good Faith ,
Liability ,
Minority Shareholders ,
Oil & Gas ,
Partnership Agreements ,
Reversal
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
There were significant developments in 2019 as courts continued to issue important decisions in this space and significant legislation impacting the residential mortgage-backed securities (“RMBS”) market came into effect. A...more
1/30/2020
/ Banking Restrictions ,
Breach of Contract ,
Breach of Duty ,
Capital One ,
Chase Bank ,
Consumer Financial Products ,
Debt ,
Employee Retirement Income Security Act (ERISA) ,
Equity ,
EU ,
Fiduciary Duty ,
Financial Services Industry ,
FinTech ,
Fraudulent Inducement ,
Interest Rate Caps ,
Interest Rates ,
Loans ,
Madden v Midland Funding ,
Motion to Dismiss ,
Negligent Misrepresentation ,
Non-Bank Lenders ,
Ocwen ,
Personal Jurisdiction ,
Popular ,
Preemption ,
Regulatory Standards ,
RMBS ,
Securitization ,
Securitization Market ,
Securitization Standards ,
State and Local Government ,
True Lender ,
Trustees ,
UCITS ,
Usury ,
Valid When Made Doctrine
In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more
1/29/2020
/ Books & Records ,
Breach of Duty ,
Controlled Substances ,
Delaware General Corporation Law ,
Drug Distribution ,
Fiduciary Duty ,
Inspection Rights ,
Mismanagement ,
Opioid ,
Pain Management ,
Pharmaceutical Industry ,
Popular ,
Prescription Drugs ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
5/23/2019
/ AOL ,
Appraisal ,
Books & Records ,
Bylaws ,
CBS ,
Commercial Contracts ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Structures ,
DE Supreme Court ,
Fiduciary Duty ,
Financial Transactions ,
Forum Shopping ,
Material Adverse Effects ,
Merger Agreements ,
Regulatory Standards ,
Section 220 Request ,
Shareholder Votes ,
Tesla ,
Trulia ,
Verizon
In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). ...more
On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more
4/16/2018
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Fiduciary Duty ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Shareholder Litigation ,
SolarCity ,
Tesla
On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more
2/12/2018
/ Breach of Contract ,
Corporate Counsel ,
Covenant of Good Faith and Fair Dealing ,
Delaware Limited Liability Company Act ,
Fiduciary Duty ,
Implied Covenants ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Motion to Dismiss ,
Operating Agreements ,
Shareholder Litigation
On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more
Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more
4/27/2017
/ Breach of Duty ,
Coercion ,
Corporate Counsel ,
Duty of Loyalty ,
Fairness Standard ,
Fiduciary Duty ,
Financial Markets ,
Merger Agreements ,
Revlon Standard ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholder Votes