Civil Procedure, Business Torts, Mergers & Acquisitions

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 5/8/2013

In this opinion, the Court of Chancery, applying the “special facts doctrine,” rejected the plaintiffs’ claims for breach of the fiduciary duty of loyalty against the defendants arising out of sales of the plaintiffs’ stock...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 4/11/2013

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

by Michael D. Redondo | Holland & Knight LLP on 4/4/2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

In re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/8/2013

In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more

In re Diamond Foods, Inc. Derivative Litig., C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013)

by Potter Anderson & Corroon LLP on 3/7/2013

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss the plaintiffs’ breach of fiduciary duty claims. Defendant Diamond Foods, Inc. (“Diamond”) was planning a December 2011 merger...more

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

by Ropes & Gray LLP on 3/4/2013

As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more

In re Freeport-McMoRan Copper & Gold Inc. Derivative Litig., C.A. No. 8145-VCN (Del. Ch. Feb. 14, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 2/25/2013

In this letter opinion, the Court of Chancery granted a motion to intervene by certain shareholders (the “Proposed Intervenors”) of Freeport-McMoRan Copper & Gold Inc. (“Freeport”) and approved the Proposed Intervenors’...more

Delaware Supreme Court Allows Opt-Out Right in Securities Case Certified on Equitable Grounds

by Frank Oliva | BakerHostetler on 1/16/2013

In In Re Celera Corporation Shareholder Litigation, No. 212, 2012 (Del. Dec. 27, 2012), the Delaware Supreme Court reversed the lower Court of Chancery and ruled that a large holder of Celera Corporation (“Celera”) shares...more

In re Novell, Inc. S’holder Litig., C.A. No. 6032-VCN (Del. Ch. Jan. 3, 2013)

by Potter Anderson & Corroon LLP on 1/16/2013

In this memorandum opinion, the Court of Chancery denied defendants’ motions to dismiss with respect to Plaintiffs’ bad faith claims. The Court’s decision was based on its finding that the complaint stated a “reasonably...more

Delaware Supreme Court Addresses Settlement of Class Action Deal Litigation

by Wilson Sonsini Goodrich & Rosati on 1/8/2013

In the final days of 2012, the Delaware Supreme Court resolved an appeal arising out of class action litigation concerning the sale of Celera Corporation to Quest Diagnostics, Inc. The litigation was settled by agreement of...more

In re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

by Potter Anderson & Corroon LLP on 1/7/2013

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s certification of a class representative in a breach of fiduciary duty action, even though the class representative sold its stock in the...more

Court Rejects Post-Merger Challenges by Former Shareholders of California Corporations

by Wilson Sonsini Goodrich & Rosati on 11/6/2012

A California Superior Court in the County of Santa Clara recently sustained demurrers without leave to amend in two parallel cases, each of which involved post-merger challenges by former shareholders of a California...more

Second Circuit Addresses Insider Trading Duty under Misappropriation Theory

by Brooks Pierce on 11/2/2012

A more responsible blogger would have covered this case well before now. But you take your bloggers as you find them, and I do think it important even two months later to address SEC v. Obus, 693 F.3d 276 (2d Cir. 2012). In...more

Hite Hedge LP v. El Paso Corp., C.A. No. 7117-VCG (Del. Ch. Oct. 9, 2012) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 10/15/2012

In this memorandum opinion, the Delaware Court of Chancery dismissed direct and derivative claims initiated by certain limited partners of El Paso Pipeline Partners, L.P. (“EPB”), which claims arose out of El Paso...more

Impact Invs. Colorado II, LLC v. Impact Holding, Inc., C.A. No. 4323-VCP (Del. Ch. Aug. 31, 2012) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 9/14/2012

In this memorandum opinion, the Delaware Court of Chancery denied in part and granted in part Impact Investments Colorado II, LLC (“ICII”) and Baker Investment Trust’s (“Baker Trust,” and together with ICII, the “Sellers”)...more

SEPTA v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 31, 2012)

by Potter Anderson & Corroon LLP on 9/6/2012

In this letter opinion, the Delaware Court of Chancery denied in part and granted in part a motion for judgment on the pleadings pursuant to Court of Chancery Rule 12(c) (the “Motion”) brought by defendant SRA International,...more

Delaware Supreme Court Changes Law on Burden Shifting in Conflict of Interest Cases and Upholds Huge Damages and Attorney Fee...

by Ropes & Gray LLP on 8/30/2012

In a highly anticipated decision, on August 27, the Delaware Supreme Court upheld Chancellor Leo Strine’s October 2011 trial decision in the Southern Peru Copper case. The Supreme Court’s opinion announced new law on...more

1 For 3 Million Reverse Split Fraud Claim Survives Motion To Dismiss

by Allen Matkins Leck Gamble Mallory & Natsis... on 8/28/2012

Nancy Wojtas at Cooley LLP alerted me to an interesting ruling case decided last week by the U.S. District Court for the Eastern District of New York, Gardner v. Major Auto. Cos., 2012 U.S. Dist. LEXIS 118191 (E.D. N.Y. Aug....more

In re Synthes, Inc. S’holder Litig., C.A. No. 6452 (Del. Ch. Aug. 17, 2012) (Strine, C.) - August 17, 2012

by Potter Anderson & Corroon LLP on 8/27/2012

In this opinion, Chancellor Strine analyzed whether a controlling stockholder, who received the same merger consideration as all other stockholders, had breached his fiduciary duties by refusing to consider an alternate offer...more

Corporate E-Review: July 2012 -- A Battle of Mining Giants Regarding Rights of First Refusal: Ontario Superior Court of Justice...

by Osler, Hoskin & Harcourt LLP on 7/6/2012

On June 26, 2012, Justice Wilton-Siegel of the Ontario Superior Court of Justice released his decision in Barrick Gold Corporation v. Goldcorp Inc. et al. dismissing Barrick Gold Corporation (Barrick)’s claim that Goldcorp...more

Section 1312(a) Held To Preclude Preliminary Injunction In Cost Plus Tender Offer

by Allen Matkins Leck Gamble Mallory & Natsis... on 7/6/2012

On May 9, 2012, Cost Plus, a California corporation, and Bed Bath & Beyond, a New York corporation, issued this press release announcing their agreement for BB&B’s acquisition of Cost Plus. The acquisition was to be effected...more

Delaware Insider: Keeping Management in the Game without Tainting the Sale Process

by Potter Anderson & Corroon LLP on 6/29/2012

Originally published in Business Law Today - May 2012. The Court of Chancery has recently restated its skepticism with respect to sales processes that, while overseen by an independent board, may nonetheless be said to...more

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Civil Procedure › Business Torts › Mergers & Acquisitions