Potter Anderson & Corroon LLP

In this memorandum opinion, the Court of Chancery denied Defendants’ motion to dismiss after determining that demand would have been futile under the Aronson and Rales analyses and that the Plaintiff had stated a claim on which…more

This case involved the unusual situation of a dual proceeding in the Court of Chancery and the Superior Court. In the Chancery action, the Sellers of Iron Data Solutions, LLC (“Iron Data”) sought to compel disbursement of funds…more

In this memorandum opinion, the Court of Chancery awarded the plaintiff substantial payments, pre-judgment interest and attorneys’ fees and costs. Plaintiffs, entities that managed and invested in a fund that owned retirement…more

In this opinion, the Court of Chancery denied defendants’ motion to dismiss plaintiffs’ claim for breach of fiduciary duty in connection with the approval of the merger of Primedia, Inc. (“Primedia”) with an entity affiliated…more

In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan Copper…more

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s reformation of three real estate joint venture agreements, based on unilateral mistake by one joint venture party and knowing silence by the…more

In this memorandum opinion, the Court of Chancery denied the parties’ cross-motions for partial summary judgment in a breach of contract case, reasoning that the contract language “in the United States” was ambiguous as to…more

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 in…more

In this memorandum opinion, the Court of Chancery granted defendants’ summary judgment motion dismissing claims based on the implied covenant of good faith and fair dealing under a shareholders’ agreement and further denied…more

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 acted…more

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 a…more

In this memorandum opinion, the Delaware Court of Chancery stayed an action for advancement of legal fees and expenses, ruling that provisions in four separate agreements, when viewed together, demonstrated the parties’ intent…more

The Court of Chancery’s memorandum opinion in Eluv Holdings (BVI) Ltd. v. Dotomi, LLC awarded a defendant company summary judgment on plaintiffs’ claim for declaratory judgment regarding their purported ownership of defendant’s…more

The Council of the Corporation Law Section of the Delaware State Bar Association has proposed legislation that will amend the General Corporation Law of the State of Delaware (the “DGCL”). If adopted, the legislation will affect…more

In this opinion, the Court of Chancery granted a stockholder of SandRidge Energy, Inc. (“SandRidge” or the “Company”) injunctive relief after concluding that defendant-directors of SandRidge likely violated their fiduciary…more