Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. June 1, 2023) -
As this decision explains, when stockholder plaintiffs control the derivative claims of the company, they serve as agents of the company and owe the...more
National Amusements Inc. v. Endurance American Specialty Insurance Co. (Del. Super. April 28, 2023) -
In this D&O insurance coverage dispute, the plaintiffs moved to dismiss the defendant insurers' counterclaims, which...more
City of Coral Springs Police Officers' Pension Plan v. Dorsey, C.A. No. 2022-0091-KSJM (Del. Ch. May 9, 2023) -
A terrible business decision does not ensure the Court of Chancery will sustain a derivative claim. A...more
Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023) -
Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of...more
Thermo Fisher Scientific PSG Corp. v. Arranta Bio MA, LLC, C.A. No. 2022-0608-NAC (Del. Ch. Apr. 4, 2023) -
The plaintiff and the defendant entered into a supply agreement under which the defendant would manufacture...more
Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 12, 2023) -
To determine the limitations period under laches, a court must determine when a claim accrued....more
Laidlaw v. GigAcquisitions2, LLC, C.A. No. 2021-0821-LWW (Del. Ch. Mar. 1, 2023) -
In the aftermath of a SPAC merger, the plaintiff (a public stockholder) brought claims for breaches of fiduciary duty against the SPAC's...more
Ontario Provincial Council of Carpenters’ Pension Trust Fund v. Walton, C.A. No. 2021-0827-JTL (Del. Ch. Apr. 26, 2023) -
To assert a derivative claim, a stockholder plaintiff must plead demand futility. The plaintiffs...more
Thomas D. Murray et al. v. Shannon Rolquin et al., C.A. No 2018-0819-KSJM (Del. Ch. Mar. 9, 2023) -
In the Court of Chancery, untimely equitable claims may be time-barred by the doctrine of laches. However, a belated...more
In re McDonald's Corp. Stockholder Derivative Litig., CA No. 2021-0324-JTL (Del. Ch. March 1, 2023) -
A plaintiff can plead an oversight claim against a board by alleging particularized facts to support an inference that...more
Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 12, 2023) -
Three children filed suit against their mother and her associates, alleging they had seized control of a family-owned corporation and engaged in...more
In re Orbit/FR, Inc. S’holders Litig., C.A. No. 2018-0340-SG (Jan. 24, 2023) -
This decision involved a stockholder challenge to a merger between Orbit and its controller, Microwave Vision....more
Stillwater Mining Company v. National Union Fire Insurance Company of Pittsburgh, PA et al., No. 24, 2022 (Del. Jan. 12, 2023) -
This decision from Delaware Supreme Court addresses choice-of-law questions for D&O insurance...more
In Re Orbit/FR, Inc. Stockholders Litig., C.A. No. 2018-0340-SG (Del. Ch. January 9, 2023) -
In In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013), the Court examined whether a litigation asset being...more
Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 6, 2023) -
Delaware law allows for two exceptions to the continuous stock ownership rule for stockholders to bring and maintain standing to assert derivative claims...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
Hawk Investment Holdings Ltd. v. Stream TV Networks Inc., C.A. No. 2022-0930-JTL (Del. Ch. Nov. 29, 2022) -
This Section 225 decision involved Stream TV Networks, Inc. and its secured creditor, Hawk Investment Holdings...more
Buzzfeed v. Anderson, C.A. No. 2022-0357-MTZ (Del. Ch. Oct. 28, 2022) -
In 2021, Buzzfeed engaged in a SPAC transaction wherein its stock was converted into stock in Buzzfeed’s post-SPAC corporate form. An IPO followed. In...more
Haart v. Scaglia, C.A. No. 2022-0145-MTZ (Del. Ch. Aug. 4, 2022) -
In public, a high-powered couple presented themselves as equal owners of an operating company, of which the wife was also the CEO and a director....more
Schoenmann v. Irvin, C.A. 2021-0326-SG (Del. Ch. Jun. 2, 2022) -
After the plaintiff filed his direct and derivative claims in April 2021, the defendants – the company and its controller – circulated in June 2021 a written...more
Diep v. Trimaran Pollo Partners, No. 313, 2021 (Del. June 28, 2022) -
After the Court of Chancery denied an initial motion to dismiss, the company formed a special litigation committee (“SLC”) to investigate the claims and...more
City of Detroit Police and Fire Retirement System v. Hamrock, C.A. No. 2021-0370-KSJM (Del. Ch. June 30, 2022) -
Stockholder plaintiff filed a derivative suit on behalf of an energy company alleging that certain of the...more
BET FRX LLC v. Myers, C.A. No. 2019-0894-KSJM (Del. Ch. Apr. 27, 2022) -
A minority member of a limited liability company had invested $8 million in the LLC. The LLC owned a majority interest in an entity that held a...more
Diamond Fortress Techs., Inc. v. Everid, Inc., C.A. No. N21C-05-048 PRW CCLD (Del. Super. Ct. Apr. 14, 2022) -
Plaintiff Diamond Fortress contracted with the defendant company to provide its software to develop a trading...more
Goldstein v. Denner, C.A. No. 2020-1061-JTL (Del. Ch. May 26, 2022) -
In this case, an activist investor and director was alleged to have concealed an eventual acquiror’s expression of interest while he leveraged that...more