Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) -
The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more
Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) -
A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the...more
Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024) -
The Court of Chancery found that the plaintiff stated legally-sufficient claims in connection with a merger transaction against...more
Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) -
This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more
4/11/2025
/ Board of Directors ,
Breach of Duty ,
Business Entities ,
Business Litigation ,
Contract Terms ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Mergers ,
Private Equity
Ravindran v. Glas Trust Co. LLC, No. 463, 2023 (Del. Sept. 23, 2024) -
In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware...more
In re Dell Techs. Inc. Class V S’holders Litig., No. 349, 2023 (Del. Aug. 14, 2024) -
After an appeal of the second-largest fee award in Delaware history, the Delaware Supreme Court ruled that the Court of Chancery had...more
Feenix Payment Sys., LLC v. Blum, C.A. No. N21C-05-099 EMD CCLD (Del. Super. May 29, 2024) -
Plaintiffs were various corporate entities and Keith Lee, their founder and chief executive (collectively, “Feenix”). Defendant...more
Gurney-Goldman v. Goldman, C.A. No. 2023-1124-JTL (Del. Ch. July 12, 2024) -
Four siblings inherited equal 25 percent interests in the New York real estate empire of their late father. Two of the siblings (“Allan” and...more
Premium Choice Ins. Servs. v. Innovative Fin. Group Holdings, LLC, C.A. No. N24C-01-006 PRW CCLD (Del. Super. Ct. July 9, 2024) -
Plaintiff Premium and defendant IFG were middlemen in the market for Medicare Advantage...more
Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch. June 12, 2024) -
The plaintiff was a stockholder of a company that provided online education resources. Some of the company's customers used its products to cheat on...more
Green v. McClive, C.A. No. 2023-0139-MTZ (Del. Ch. June 3, 2024) -
The plaintiff filed claims against defendant McClive, alleging breach of contract, breach of fiduciary duty, and usurpation of corporate opportunities...more
Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) -
The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary...more
Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Apr. 30, 2024) -
Stockholder representatives of an acquired corporation brought claims alleging that defendants had failed to use contractually-required...more
Boards of Delaware corporations control the company’s assets, which includes by default derivative claims for breach of fiduciary duty against the company’s directors and officers. When derivative claims survive dismissal...more
RGIS International Transition Holdco LLC v. Retail Services WIS Corp., C.A. No. N21C-12-077 (Del. Super. February 13, 2024) -
Under Delaware law, a corporation generally cannot conspire with its own officers, directors, or...more
Clem v. Skinner, et al., C.A. 2021-0240-LWW (Del. Ch. Feb. 19, 2024) -
This Caremark decision involved the retail pharmacy company, Walgreens, and concerned billing practices for a particular insulin pen product that gave...more
Tornetta v. Musk, et al., C.A. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024) -
Stockholders of Tesla, Inc. brought a derivative action against Elon Musk and six individual Tesla directors, alleging that the directors breached...more
Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024) -
In Delaware, the implied covenant of good faith and fair dealing is inherent in all contracts and...more
Cantor Fitzgerald, L.P., v. Ainslie, No. 162, 2023 (Del. Jan. 29, 2024) -
Here, a limited partnership agreement authorized the partnership to withhold distributions owed to a partner who withdraws from the partnership and...more
Palkon v. Maffei, C.A. 2023-0449-JTL (Del. Ch. Feb. 20, 2024) -
This decision arose out of TripAdivor’s conversion from a Delaware corporation into a Nevada corporation. The company’s CEO and Chair had voting control and...more
Principal Growth Strategies LLC v. AGH Parent LLC, C.A. 2019-0431-JTL (Del. Ch. January 25, 2023) -
This decision provides helpful guidance to practitioners to address pleading-stage arguments for dismissal. The plaintiff...more
In re Sears Hometown and Outlet Stores, Inc. S’holder Litig., C.A. No. 2019-0798-JTL (Del. Ch. Jan. 24, 2024) -
Here, a special committee of the board supported a plan to liquidate the company’s floundering business...more
DiDonato v. Campus Eye Management, LLC, C.A. No. 2023-0671-LWW (Del. Ch. Jan. 31, 2024) -
In governance disputes among LLC constituencies, the operating agreement is the beginning and often end point. This action involved...more
Segway Inc. v. Hong Cai, C.A. No. 2022-1110-LWW (Del. Ch. Ct. Dec. 14, 2023) -
The Caremark doctrine recognizes the duty of oversight for directors of Delaware corporations. Under In re McDonald's Corp. Stockholder...more
Paul v. Rockpoint Group LLC, C.A. 2018-0907-JTL (Del. Ch. Jan. 29, 2024) -
This dispute arose from a disagreement over the authority of an appraiser to include legal assertions and extrinsic evidence in his valuation. The...more