Sciabacucchi v. Liberty Broadband Corporation, C.A. No. 11418-VCG (Del. Ch. July 26, 2018) -
This is the second notable decision arising out of litigation involving Charter Communication’s equity issuance to its largest...more
In re Twitter Inc. Shareholder Derivative Litigation, C.A. No. 18-62-VAC-MPT (D. Del. July 23, 2018) -
Several Court of Chancery decisions discuss the appropriateness of staying a derivative action pending a related...more
Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) -
This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more
Olenik v. Lodzinski, C.A. No. 2017-0414-JRS (Del. Ch. July 20, 2018) -
Transactions between a Delaware company and its controlling stockholder usually are subject to rigorous entire fairness review. But, under the MFW...more
A&J Capital, Inc. v. Law Office of Krug, C.A. No. 22018-0240-JRS (Del. Ch. July 18, 2018) -
This decision holds that, absent contrary language in an LLC operating agreement, members do not need to provide notice and an...more
Barnes v. Sprouts Farmers Market Inc., C.A. No. 2017-0735-MTZ (Del. Ch. July 18, 2018) -
An investor seeking books and records for the purpose of investigating wrongdoing or mismanagement must establish a “credible basis”...more
In Re Bay Hills Emerging Partners I L.P., C.A. No. 2018-0234-JRS (Del. Ch. July 2, 2018) -
This decision deals with the oft encountered problem of a race to different courthouses by counterparties. What makes this...more
Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) -
This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more
In re CBS Corporation, C.A. No. 2018-0342-AGB (Del. Ch. July 13, 2018) -
It is well settled that members of the board of directors are entitled to essentially unfettered access to the corporation’s records to carry out...more
Basho Technologies Holdco B LLC v. Georgetown Basho Investors LLC, C.A. No. 11802-VCL (Del. Ch. July 6, 2018) -
This notable decision issued by the Court of Chancery holds an investment fund and its manager liable for over...more
Ellis v. Gonzalez, C.A. No. 2017-0342-SG (Del. Ch. July 10, 2018) -
The pre-suit demand on the board requirement for derivative litigation usually is not excused solely by a sufficiently pled disclosure violation....more
Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018) -
Corwin holds that approval of a transaction by a fully-informed, uncoerced majority of the disinterested stockholders invokes the deferential business judgment...more
In re Straight Path Communications Inc. Consolidated Stockholder Litigation, C.A. No. 2017-0486-SG (Del. Ch. June 25, 2018) -
When a merger closes, stockholders of the acquired company generally lose standing to pursue...more
CertiSign Holding Inc. v. Kulikovsky / Kulikovsky v. CertiSign Holding Inc., C.A. No. 12055-VCS (Del. Ch. June 7, 2018) -
When a corporation accidentally issues defective stock or takes some other defective corporate act,...more
Full Value Partners L.P. v. Swiss Helvetia Fund Inc., C.A. No. 2017-0303-AGB (Del. Ch. June 7, 2018) -
A representative plaintiff who confers a non-monetary benefit on the represented class will be entitled to an award of...more
Edinburgh Holdings Inc. v. Education Affiliates Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018) -
It is common for parties to an acquisition to structure some portion of the purchase price as contingent on the...more
Obeid v. Gemini Real Estate Advisors LLC, C.A. No. 2017-0510-JTL (Del. Ch. June 5, 2018) -
To facilitate the proper exercise of one’s fiduciary duties, the right of directors to inspect a corporation’s books and records is...more
City Of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., C.A. No. 2018-0227-AGB (Del. Ch. June 1, 2018) -
In a reverse triangular merger, a parent company uses a subsidiary to acquire...more
Glidepath Limited v. Beumer Corporation, C.A. No. 1220-VCL (Del. Ch. June 4, 2018) -
This decision addresses two contracting parties’ divergent expectations relating to whether a delayed closing affected the agreement’s...more
Steinberg v. Bearden, C.A. No. 2017-0286-AGB (Del. Ch. May 30, 2018) -
This is an interesting decision for its discussion of when pre-suit demand on the board is not excused for a derivative complaint alleging the...more
In Re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG (Del. Ch. May 17, 2018) -
Conflicted transactions are commonplace in the master limited partnership (MLP) context. The entity’s operating...more
This opinion arises out of the appraisal proceeding relating to Hewlett-Packard’s purchase of Aruba Networks. The case led to two notable opinions, so far.
The first notable opinion was the Court’s original post-trial...more
CBS Corp., et al. v. National Amusements, Inc., et al., C.A. No. 2018-0342-AGB (Del. Ch. May 17, 2018) (Letter Op.) -
Arising out of the highly-publicized dispute over the proposed transaction involving CBS and Viacom,...more
MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) -
Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more
Capone v. LDH Management Holdings LLC, C.A. No. 11687-VCG (April 25, 2018) -
Under the LLC Act, as with the DGCL, an entity planning to dissolve and distribute its assets is required to set aside some reserve of assets to...more