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
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
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
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
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
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
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
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
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 Kraft Heinz Co. Deriv. Litig., Cons. C.A. No. 2019-0587-LWW (Del. Ch. Dec. 15, 2021) -
The Court of Chancery dismissed an insider-trading action on the grounds that plaintiffs failed to plead that a majority of a...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
In re Zimmer Biomet Hldgs., Inc. Deriv. Litig., C.A. No. 2019-0455-LWW (Del. Ch. Aug. 25, 2021) -
Under Court of Chancery Rule 23.1, a stockholder-plaintiff may only bring a derivative suit on behalf of a company if the...more
Goureau v. Lemonis, C.A. No. 2020-0486-MTZ (Del. Ch. Mar. 30, 2021) Delaware follows the modern “transactional” view of claim splitting, which bars a plaintiff from bringing bring duplicative proceedings in different courts...more
United Food and Comm. Workers Union v. Zuckerberg, C.A. No. 2018-0671-JTL (Del. Ch. Oct. 26, 2020) -
In its recent decision in United Food and Comm. Workers Union v. Zuckerberg, the Court of Chancery discussed the legal...more
Sheldon v. Pinto Technology Ventures, L.P., No. 81, 2019 (Del. Oct. 4, 2019).
The Delaware Supreme Court affirmed the Court of Chancery’s dismissal of an alleged direct claim for dilution of the voting and economic...more
Silverberg v. Padda, C.A. No. 2017-0250-KSJM (Del. Ch. Sept. 19, 2019).
The Court of Chancery held that plaintiff common stockholders’ fiduciary duty claims challenging the company’s overpayment for dilutive preferred...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
Originally published in Transaction Advisors....more
2/25/2019
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Fiduciary Duty ,
Mergers ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Tesla
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 changed the law in a...more
2/22/2018
/ Appraisal ,
Appraisal Rights ,
Books & Records ,
Breach of Duty ,
Business Litigation ,
Corporate Counsel ,
Derivative Suit ,
Directors ,
Fiduciary Duty ,
Master Limited Partnerships ,
Partnership Agreements ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative...more
Morris James attorneys Lewis Lazarus, Albert Manwaring and Albert Carroll authored an article published in Transaction Advisors titled Delaware Corporate and Commercial Case Law Year in Review – 2016. The article summarizes...more