Derivative Suit, Fiduciary Duty

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 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

Kallick v. SandRidge Energy, Inc., C.A. No. 8182-CS (Del. Ch. Mar. 8, 2013) (Strine, C.)

by Potter Anderson & Corroon LLP on 3/29/2013

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

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/29/2013

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

Appellate Notes: Week of March 25

by Edward McCreery III | Pullman & Comley, LLC on 3/28/2013

In This Issue: - SC18915- Misiti, LLC v. Travelers Property Casualty Co. of America - SC18840- New England Road, Inc. v. Planning & Zoning Commission - SC18804- Cordero v. University of Connecticut...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

SEC And FBI Try To Ketchup To Heinz Insider Traders

by Jim Burns Jr., Jennifer Liu, Katie Lieberg Stowe | Orrick - Securities Litigation and Regulatory... on 2/26/2013

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

Freedman v. Adams, et al., C.A. No. 4199 (Del. Jan. 14, 2013)

by Potter Anderson & Corroon LLP on 2/12/2013

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Freedman v. Adams, et al., C.A. No. 4199-VCN (Del. Ch. Mar. 30, 2012), denying the plaintiff’s motion for an award of attorney’s...more

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

by Joni Jacobsen, David Kistenbroker, Angela Liu, Carl Volz | Dechert LLP on 2/12/2013

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

Delaware Law On Derivative Actions And Fiduciary Duties

by Mack Sperling | Brooks Pierce on 12/6/2012

If you are a derivative action plaintiff, and you make a demand on an LLC to take action which is then considered and rejected, may you still pursue your claims? Judge Murphy answered that question, and others relating to...more

Delaware Chancery Court Holds that No Per Se Fiduciary Duty to Minimize Corporate Taxes Exists

by Michael D. Redondo | Holland & Knight LLP on 7/16/2012

On June 29, 2012, the Delaware Chancery Court dismissed a derivative lawsuit alleging breach of fiduciary duty for corporate waste for failure to minimize the corporation's taxes because the court found that there is no...more

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Derivative Suit › Fiduciary Duty