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
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
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
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
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
The fiduciary duty of loyalty may be modified or eliminated in the LLC context, where freedom of contract is paramount. For corporations governed by the Delaware General Corporation Law (DGCL), however, many Delaware...more
In re Mindbody Inc. Stockholder Litig., C.A. No. 2019-0442-KSJM (Del. Ch. Mar. 15, 2023) -
Under Revlon, to demonstrate that they satisfied their fiduciary duties in connection with a sale of control, directors bear the...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
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
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
In re Vaxart, Inc. S’holder Litig., Consol. C.A. No. 2020-0767-PAF (Del. Ch. June 3, 2022) -
A small biotechnology company issued a press release that connected the company to the federal government’s Operation Warp Speed...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
In re Cellular Telephone P’ship Litig., Coordinated C.A. No. 6885-VCL (Del. Ch. Mar. 9, 2022) -
A controller that stands on both sides of a freeze-out transaction has the burden to prove that its acquisition was entirely...more
Under Delaware law, director actions are twice-tested: first for legal authorization under a company’s organizational documents or positive law, and second under equitable fiduciary principles. A company’s organizational...more
In re Mindbody, Inc., S’holder Litig., Cons. C.A. No. 2019-0442-KSJM (Del. Ch. Dec. 9, 2021) -
A desire for liquidity can result in a divergent interest sufficient to plead fiduciary duty claims against a defendant...more
Our 2021 Top 10 list summarizes decisions from the Delaware courts likely to affect business transactions and business litigation going forward. Our criteria for selection are that the decision either meaningfully changed...more
Brookfield Asset Mgmt., Inc. v. Rosson, No. 406, 2020 (Del. Sept. 20, 2021) -
Seeking to bring clarity to the issue of whether a claim is direct or derivative—a potentially outcome-determinative issue—the Delaware Supreme...more
Symbiont.io, Inc. v. Ipreo Hldgs., LLC, C.A. No. 2019-0407-JTL (Del. Ch. Aug. 13, 2021) -
Delaware is a pro-contractarian state. When fashioning an award for a breach of contract, a Delaware court can consider: (1) the...more
Skye Mineral Invs., LLC v. DXS Capital (U.S.) Ltd., C.A. No. 2018-0059-JRS (Del. Ch. July 28, 2021) -
Delaware’s savings statute—10 Del. C. § 8118(a)—protects claims from being time-barred where they were timely brought in...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
Delaware courts will use their equitable powers to invalidate otherwise valid board actions tainted by inequitable deception. Where a director is “‘tricked or deceived into attending a board meeting … the general rule is that...more
AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, C.A. No. 2020-0310-JTL (Del. Ch. Nov. 30, 2020) -
Parties to a sale and purchase agreement (“SPA”) had planned to close a deal to sell fifteen luxury hotels for $5.8...more
In re WeWork Litig., Consol. C.A. No. 2020-0258-AGB (Del. Ch. Oct. 30, 2020).
A company facing a liquidity crisis (the shared working space company, WeWork), its outgoing CEO (Adam Nuemann), and two related SoftBank...more
In re Oracle Corp. Derivative Litig, Consol. C.A. No. 2017-0337-SG (Del. Ch. June 22, 2020) -
At the pleadings stage, a claim for aiding and abetting a breach of fiduciary duty requires that it is reasonably conceivable...more
Morrison v. Berry, C.A. No. 12808-VCG (Del. Ch. June 1, 2020) -
Even if fiduciary duty of care claims against a target company’s board of directors are exculpated, an aiding-and-abetting claim against a financial advisor...more