Bad Faith Motion to Dismiss

News & Analysis as of

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

District of Colorado: “First-Party Claimant” Under State Bad Faith Statute is Not Synonymous With First-Party Bad Faith Under...

Nat’l Union Fire Ins. Co. of Pittsburgh, PA v. Intrawest ULC, et al., No. 13-cv-00079-PAB-KMT, 2015 WL 1326199 (D. Colo. Mar. 20, 2015). The U.S. District Court for the District of Colorado denies an insurer’s motion to...more

Stewart et al. v. BF Bolthouse Holdco, LLC et al., C.A. No. 8119-VCP (Del. Ch. Aug. 30, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied the defendants’ motion to dismiss the plaintiffs’ claims that defendants breached a purchase agreement and the company’s LLC agreement by acting in bad faith to...more

Anvil Holding Corp., et al. v. Iron Acquisition Co., et al., C.A. No. 7975-VCP (Del. Ch. May 17, 2013) (Parsons), and Iron...

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...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

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

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