In re Terraform Power, Inc. Stockholders Litigation, C.A. No. 2019-0757-SG (Del. Ch. Oct. 30, 2020) -
In Terraform Power, the Court of Chancery declined the defendants’ invitation to disregard the rationale of Gentile v....more
The Delaware Court of Chancery's recent decision in In re: Mindbody Inc. Stockholders Litigation is important reading for lawyers whose practices include evaluating, addressing and — when necessary — litigating potential...more
Lacey v. Mota-Velasco, C.A. No. 2019-312-SG (Del. Ch. Oct. 6, 2020) -
Under Istituto Bancario, a foreign defendant alleged to be part of a conspiracy may be subject to personal jurisdiction in Delaware, but only if the...more
L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-KSJM (Del. Ch. Oct. 12, 2020) -
Pursuant to a share purchase agreement, a plaintiff stockholder had preemption rights that entitled the...more
Roma Landmark Theaters, LLC v. Cohen Exhibition Co., LLC, C.A. No. 2019-0585-PAF (Del. Ch. Sept. 30, 2020) -
In Roma Landmark Theaters, the parties’ purchase agreement contained a framework for post-closing price...more
Ferrellgas Partners L.P v. Zurich American Insurance Company, C.A. No. N19C-05-275 MMJ CCLD (Del. Super. Aug. 20, 2020) -
The Superior Court of Delaware, Complex Commercial Litigation Division recently expanded on its...more
Weik, Nitsche & Dougherty, LLC, v. Pratcher, C.A. No. 2018-0803-MTZ (Del. Ch. Aug. 26, 2020) -
Following an employment dispute between former employers and employees of a Delaware limited liability company, the employers...more
In re Metlife Inc. Derivative Litigation, Consol. C.A. No. 2019-0452-SG (Del. Ch. Aug. 17, 2020) -
Shareholders seeking relief for alleged harm to a Delaware corporation must comply with Delaware’s pre-suit demand...more
Spanakos v. Pate, C.A. No. 532, 2019 (Del. July 31, 2020) -
The Court of Chancery may summarily order a stockholder meeting to be held to elect directors of a Delaware corporation, if one has not been held for more than...more
Lynch v. Gonzalez, C.A. No. 2019-0356-MTZ (Del. Ch. July 31, 2020) -
Disputes over control of a Delaware limited liability company can turn on rigorous fact-finding efforts by the Court of Chancery where issues of witness...more
Woods v. Sahara Enterprises, Inc., C.A. No. 2020-0153-JTL (Del. Ch. July 22, 2020) -
This decision concerning statutory inspection rights under Section 220 of the Delaware General Corporation Law clarifies the requirements...more
Kruse v. Synapse Wireless, Inc., C.A. No. 12392-VCS (Del. Ch. July 14, 2020) -
This case illustrates how appraisal works outside of the public market context when a lack of data hinders a reliable valuation. Here,...more
Work Capital, LLC v. AlphaOne Capital Partners, LLC, C.A. No. N19C-08-036 PRW CCLD (Del. Super. June 25, 2020) -
Delaware law may provide statutory tort remedies in addition to contractual remedies for actions involving...more
HUMC Holdco, LLC, et al. v. MPT of Hoboken TRS, LLC, et al., C.A. No. 2019-0972-KSJM (Del. Ch. July 2, 2020)
Litigation arose among members of a limited liability company regarding the operating agreement’s right of first...more
The Williams Cos., Inc. v. Energy Transfer LP, C.A. No. 12168-VCG (Del. Ch. July 2, 2020) -
The Court of Chancery will enforce a merger agreement’s plain and unambiguous terms, including parties’ agreed-upon conditions for...more
Fortis Advisors LLC v. Allergan W.C. Holding Inc., C.A. No. 2019-0159-MTZ (Del. Ch. May 14, 2020).
Plaintiff, as representative for the former stockholders of Oculeve, Inc., sued Defendant Allergan for alleged material...more
Nokia Solutions v. Collison Comm., Inc., C.A. No. N19C-10-262 AML CCLD (Del. Super. Apr. 30, 2020) -
Delaware law recognizes several doctrines intended to respect principles of comity and the efficient administration of...more
Elburn v. Albanese, C.A. No. 2019-0774-JRS (Del. Ch. Apr. 21, 2020) -
Finding that the stockholder plaintiff (the “Plaintiff”) had satisfied the Rule 23.1 “with particularity” pleading standard, the Court of Chancery...more
B&C Holdings, Inc. v. Temperatsure Holdings, LLC, C.A. No. N19C-02-105 AML CCLD (Del. Super. Apr. 22, 2020).
As this decision demonstrates, Delaware courts will enforce the plain and ordinary meaning of contractual terms...more
Highway to Health, Inc. v Bohn, C.A. No. 2018-0707-AGB (Del. Ch. Apr. 15, 2020).
To establish personal jurisdiction over a nonresident defendant under the Delaware long-arm statute, 10 Del. C. § 3104, a plaintiff must show...more
Preston Hollow Capital LLC v. Nuveen LLC, C.A. No. 2019-0169-SG (Del. Ch. April 9, 2020).
This case illustrates the type of competitive conduct that will qualify as tortious interference with business relationships while...more
Buckley Family Trust v. McCleary, C.A. No. 2018-0903-AGB (Del. Ch. Mar. 31, 2020).
This case involved a minority stockholder in a Subchapter S corporation seeking relief as a result of its dissatisfaction with management’s...more
Bay Capital Finance, L.L.C. v. Barnes and Noble Education, Inc., C.A. No. 2019-0539-KSJM (Del. Ch. Mar. 30, 2020).
With some limited exceptions, the American Rule requires parties to pay their own attorneys’ fees in...more
O’Gara v. Coleman, C.A. No. 2018-0708-KSJM (Del. Ch. Feb. 14, 2020).
This action arose out of corporate infighting among certain directors and investors at a nutrient-infused water company....more
Davidow v. LRN Corp., C.A. No. 2019-0150-MTZ (Del. Ch. Feb. 25, 2020). Delaware law does not invoke the entire fairness test for a voluntary, noncoercive offer by a corporation to buy its own shares....more