Alena Smith on Board of Directors

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 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

Applying New Rule 23.1, Chancery Establishes Leadership Structure in Fox Derivative Litigation

In re Fox Corp. Deriv. Litig., C.A. 2023-0418-JTL (Del. Ch. Dec. 29, 2023). The newly amended Court of Chancery Rule 23.1 identifies factors for a court to consider when resolving a litigation leadership dispute. In this...more

3/5/2024 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation

Chancery Evaluates Supplemental Disclosures to Determine the Corporate Benefit and Awards Plaintiffs a Proportional Fee

Allen v. Harvey, C.A. No. 2022-0248-MTZ (Del. Ch. Oct. 30, 2023) - Delaware cases provide guidance on the standard for evaluating the “corporate benefit” from supplemental disclosures in advance of a stockholder vote – and...more

2/23/2024 / Board of Directors , Breach of Duty , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

Chancery Denies Request for Mandatory Preliminary Injunction to Waive Advance Notice Bylaw and Permit Director Nominees to Stand...

Paragon Tech., Inc. v. Cryan, C.A. 2023-1013-LWW (Del. Ch. Nov. 30, 2023). In Delaware, a preliminary injunction is granted “sparingly and only upon a persuasive showing that it is urgently necessary, that it will result...more

2/23/2024 / Board of Directors , Breach of Duty , Fiduciary Duty , Shareholder Litigation , Shareholders

Chancery Declines to Defer to the Deal Price in Appraisal Proceeding Involving a Controller Squeeze-Out Subject to MFW Protections

HBK Master Fund L.P. v. Pivotal Software Inc., C.A. No. 2020-0165-KSJM (Del. Ch. Aug. 14, 2023) - The Delaware Court of Chancery engages in an independent valuation process when determining the fair value of petitioners'...more

1/4/2024 / Board of Directors , Breach of Duty , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

Chancery Holds Stockholders Can Assert Disclosure Claims on Behalf of Other Stockholders but Must Do So Through a Derivative...

New Enterprise Associates 14, L.P. vs. Rich, C.A. No. 2022-0406-JTL (Del. Ch. March 9, 2023) - Delaware law establishes that directors owe a duty of disclosure which arises as "the application in a specific context of the...more

6/13/2023 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty

Chancery Finds Delaware’s Officer Consent Statute Extends Beyond “Formal Officers” to De Facto or Acting Officers

Harris v Harris, C.A. No. 2019-0736-JTL (Del. Ch. January 19, 2023) - Delaware's Officer Consent Statute provides for service of process on anyone who "accepts election or appointment as an officer of a corporation…or who...more

5/4/2023 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Shareholders

Alena Smith

Morris James LLP

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