Alena Smith on Fiduciary Duty

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

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 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 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

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

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 Finds That Books and Records Incorporated by Reference in Complaint Demonstrate the Lack of a Valid Caremark Claim

Joel Newman v. KKR Phorm Investors, L.P., et al. C.A. No. 2022-0310-NAC (Del. Ch. Aug. 31, 2023). At the motion to dismiss stage, Delaware courts will consider the facts alleged in the complaint as well as the documents...more

1/5/2024 / Books & Records , Breach of Duty , Demand Futility , Derivative Suit , Fiduciary Duty , Section 220 Request , Shareholder Litigation

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

Chancery Finds SPAC’s Sponsor and Board Potentially Violated Fiduciary Duties by Depriving Public Stockholders of the Information...

Delman v. GigAcquisitions3 LLC, C.A. No. 2021-0679-LWW (Del. Ch. January 4, 2023) - Delaware law establishes that fiduciaries of a corporation cannot be exempted from "their loyalty obligation and the attendant equitable...more

4/25/2023 / Breach of Duty , Controlling Stockholders , Entire Fairness Standard , Fiduciary Duty , Mergers , Share Price , Special Purpose Acquisition Companies (SPACs) , Stock Redemption

Alena Smith

Morris James LLP

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