Albert Manwaring, IV at Morris James LLP

Chancery Clarifies Indemnification Obligations under a Merger Agreement and Imposes Fee‑Shifting for Discovery Motions

Legent Grp., LLC v. Axos Fin., Inc., C.A. No. 2020‑0405‑KSJM (Del. Ch. Nov. 7, 2025) - Legent Grp., LLC v. Axos Fin., Inc., C.A. No. 2020‑0405‑KSJM (Del. Ch. Nov. 7, 2025) - In November 2025, the Court of Chancery...more

3/17/2026 / Acquisitions , Business Litigation , Contract Disputes , Delaware , Discovery , Indemnification , Merger Agreements , Mergers

Chancery Holds that Member Written Consent Successfully Removed Nonstock Corporation’s Board but Failed to Amend Certificate

Rainbow Mountain, Inc. v Begeman, C.A. No. 2018-0403-PAF (Del. Ch. Aug. 25, 2025) - In this case, the Court of Chancery concluded that a written member consent validly replaced the nonstock corporation’s governing body,...more

12/18/2025 / Annual Meeting , Board of Directors , Business Litigation , Bylaws , Corporate Charters , Corporate Governance , Delaware , Delaware General Corporation Law , Shareholder Litigation , Shareholder Meetings

Chancery Invokes Delaware Policy Against Buying Derivative Standing and Unclean Hands Doctrine Before Addressing Merits of Alleged...

Solak v. Daniels, C.A. No. 2024-0857-MTZ (Del. Ch. July 11, 2025) - The Court of Chancery converted the parties’ cross motions for judgment on the pleadings into motions for summary judgment to consider whether the...more

12/11/2025 / Corporate Governance , Corporate Misconduct , Delaware , Derivative Suit , Discovery , Shareholder Litigation , Shareholders , Stays , Summary Judgment , Unclean Hands

Chancery Finds that a Majority Stockholder’s Exercise of Redemption and Call Rights Was Not Entirely Fair

Ban v. Manheim, C.A. No. 2022-0768-JTL (Del. Ch. May 19, 2025) - In this post-trial decision, the Court of Chancery held that a controlling stockholder’s exercise of redemption and call rights that eliminated a minority...more

10/9/2025 / Bylaws , Controlling Stockholders , Corporate Governance , Corporate Misconduct , Delaware General Corporation Law , Entire Fairness Standard , Fiduciary Duty , Minority Shareholders , Redemption Agreement , Shareholder Litigation

Delaware Supreme Court Reverses Chancery Dismissal of a Rule 60(b) Action

Erste Asset Management GmbH v. Bernardo Hees, et al. C.A. No. 2023-1191 (Del. June 9, 2025) - The Delaware Supreme Court reversed the Court of Chancery’s dismissal of a Rule 60(b) motion brought by Erste Asset...more

10/3/2025 / Appellate Courts , Board of Directors , Corporate Governance , Delaware , Derivative Suit , Federal Rules of Civil Procedure , Fiduciary Duty , Fraud , Securities and Exchange Commission (SEC) , Shareholder Litigation

Chancery Dismisses Insider Trading Claims For Failure to Adequately Plead Demand Futility

Central Laborers' Pension Fund v. Karp, C.A. No. 2023-0864-LWW (Del. Ch. April 25, 2025) - The Court of Chancery dismissed a derivative action asserting claims of insider trading under Brophy (and other theories of...more

9/18/2025 / Board of Directors , Corporate Governance , Delaware General Corporation Law , Demand Futility , Derivative Suit , Direct Listing , Fiduciary Duty , Insider Trading , Motion to Dismiss , Securities Litigation

Chancery Finds that Class Representative Sought Excessive Incentive Award, Grants Reduced Award

In re Santander Consumer USA Hldgs. Inc. S’holders’ Litig., C.A. No. 2022-0689-LWW (Del. Ch. Mar. 31, 2025) - This class action challenged the fairness of a buyout. The case settled on the eve of trial after years of...more

9/11/2025 / Acquisitions , Attorney's Fees , Class Action , Delaware , Settlement , Shareholder Litigation

Chancery Finds Plaintiffs Did Not Plead Demand Futility in a Derivative Suit Challenging a Controlling Stockholder’s Equity Grant

In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more

7/21/2025 / Board of Directors , Controlling Stockholders , Corporate Governance , Delaware , Demand Futility , Dismissals , Equity Compensation , Motion to Dismiss , Securities Litigation , Shareholder Litigation

Supreme Court Affirms Chancery Rulings in Derivative Litigation Challenging Oracle’s NetSuite Acquisition

In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more

5/27/2025 / Acquisitions , Appeals , Board of Directors , Business Judgment Rule , Controlling Stockholders , Delaware General Corporation Law , Discovery , Fiduciary Duty , Shareholder Litigation

Dilution Claim in Which a Controller Received Additional Shares in Exchange for Its Interests, Was Exclusively Derivative

Gentile v. Rossette, 906 A.2d 91, 100 (Del. 2006), held that dilution claims involving a controller can be both derivative and direct. In Gentile, the Delaware Supreme Court found that dilution claims, challenging a...more

5/2/2025 / Business Litigation , Controlling Stockholders , Delaware General Corporation Law , Derivative Suit , Dilution , Mergers , Motion to Dismiss , Reorganizations , Shareholder Litigation

Chancery Allows a Claim for Contract Reformation to Proceed Based on Alleged Mutual Mistake

Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) - In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled...more

5/2/2025 / Business Litigation , Contract Disputes , Contract Interpretation , Delaware , Equity , Motion to Dismiss

Chancery Finds Sufficiently Pled Fiduciary Duty Claims Relating to De-SPAC Transaction

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

4/11/2025 / Acquisitions , Breach of Duty , Delaware General Corporation Law , Disclosure Requirements , Fiduciary Duty , Mergers , Motion to Dismiss , Shareholder Litigation , Shareholders , Special Purpose Acquisition Companies (SPACs)

Chancery Removes an Assignee for Cause in an Assignment for the Benefit of Creditors Proceeding

In re: Wack Jills, Inc., C.A. No. 2019-0650-PAF (Del. Ch. Aug. 29, 2024) - In this proceeding for the assignment for the benefit of creditors (“ABC proceeding”), the company assigned all of its property and assets to...more

2/27/2025 / Bankruptcy Code , Bankruptcy Court , Corporate Governance , Corporate Restructuring , Creditors , Debtors , Delaware , Enforcement Actions , Reporting Requirements

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more

2/19/2025 / Breach of Contract , Business Litigation , Contract Terms , Corporate Governance , Delaware , Motion to Dismiss , Shareholder Litigation , Shareholders

Chancery Finds that Former Employees were “Officers” Entitled to Advancement

Gilbert v. Unisys Corp., C.A. No. 2023-0513-PAF (Del. Ch. Aug. 13, 2024) - In this decision, the Court of Chancery held that the plaintiffs were entitled to advancement of legal fees and expenses from their former...more

1/22/2025 / Advancement , Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Employment Litigation , Fiduciary Duty

Chancery Defaulted to Deal Price to Determine the Fair Value of a Privately-Held Corporation in an Appraisal Proceeding

Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. July 30, 2024) - In this post-trial appraisal decision, the Court of Chancery determined the fair value of a privately-held...more

12/19/2024 / Appraisal , Board of Directors , Corporate Governance , Merger Agreements , Mergers , Shareholders

Chancery Holds that Related Individual and Class Claims Will Not Proceed Together and Litigants Cannot Pursue Class or Derivative...

Pope v. Hycroft Mining Holding Corp., C.A. No. 2022-0957-LWW (Del. Ch. July 9, 2024) - In this decision, the Court of Chancery found the plaintiffs could not press class claims if they also pursue related individual...more

12/10/2024 / Breach of Contract , Breach of Duty , Class Action , Derivative Suit , Fiduciary Duty

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include approval by a well-functioning...more

7/25/2024 / Controlling Stockholders , Derivative Suit , Mergers , Shareholder Litigation , Shareholders

Chancery Awards Attorneys’ Fees to the Prevailing Party

Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024) - In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as the prevailing parties....more

6/21/2024 / Attorney's Fees , Breach of Contract , Breach of Duty , Fiduciary Duty

Chancery Upholds Challenge to TripAdvisor’s Conversion from a Delaware Corporation into a Nevada Entity

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

4/26/2024 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Shareholders

Chancery Addresses Pleading-Stage Arguments for Dismissal in LLC Dispute

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

4/8/2024 / Breach of Duty , Derivative Suit , Fiduciary Duty , Limited Liability Company (LLC) , Shareholder Litigation

Plaintiffs Adequately Pled Unjust Enrichment for Materially Deficient Disclosures

Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023) - To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an...more

3/20/2024 / Breach of Contract , Breach of Duty , Contract Terms , Fiduciary Duty , Implied Contract , Unjust Enrichment

2023 Delaware Corporate and Commercial Case Law Year in Review

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

2/9/2024 / Board of Directors , Breach of Duty , Corporate Governance , Derivative Suit , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

Icahn Stockholders Not Entitled to Privileged Info Based on Stockholders' Nomination and Employment Relationship With Company...

To fulfill their fiduciary duties to oversee and properly manage a corporation governed by the Delaware General Corporation Law (DGCL), directors have broad rights to the company’s privileged and confidential information....more

2/8/2024 / Board of Directors , Confidential Information , Directors , Privileged Communication , Shareholders

Chancery Upholds Written Consent Based on Signer’s Sophistication and Opportunity to Inspect

REM OA Holdings LLC v. Northern Gold Holdings LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sep. 20, 2023) - Delaware is a contractarian state and the presumption is that parties are bound by their agreements. That presumption...more

1/18/2024 / Contract Terms , Legal Opinion , Motion for Reconsideration

Albert Manwaring, IV

Morris James LLP

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