On September 1, 2023, Vice Chancellor Paul A. Fioravanti, Jr. of the Court of Chancery delivered a decision finding that the president of a plaintiff company and a second business the president had formed and served...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
6/12/2023
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
CEOs ,
Corporate Governance ,
Corporate Officers ,
Data Preservation ,
Disclosure Requirements ,
Duty of Oversight ,
Evidence ,
Fiduciary Duty ,
Mergers ,
Oracle ,
Oversight Duties ,
Publicly-Traded Companies ,
Revlon ,
Shareholders ,
Spoliation
In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more
6/12/2023
/ Aiding and Abetting ,
Breach of Duty ,
Business Litigation ,
CEOs ,
Damages ,
Disclosure ,
Disclosure Requirements ,
Fiduciary Duty ,
Investors ,
Judicial Review ,
Liability ,
Private Equity Firms ,
Revlon ,
Shareholder Litigation
This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more
Several recent Delaware decisions have analyzed allegations attempting to plead breach of fiduciary duty claims against executive directors even though the underlying transaction was approved by a...more
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
1/24/2019
/ Acquisitions ,
Appeals ,
Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Officers ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure Requirements ,
Due Diligence ,
Entire Fairness Standard ,
Failure To Disclose ,
Fair Value Standard ,
Forum Selection ,
Internal Affairs Doctrine ,
Market Pricing ,
Material Adverse Effects ,
Mergers ,
MFW ,
Minority Shareholders ,
Pleadings ,
Securities Act of 1933 ,
Securities Litigation ,
Shareholder Approval ,
Shareholder Rights ,
Squeeze-Out Mergers ,
Tender Offers ,
Unenforceable Contract Terms
On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more
12/20/2017
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
DE Supreme Court ,
Entire Fairness Standard ,
Equity Plans ,
Executive Compensation ,
Fiduciary Duty ,
Reversal ,
Self-Interest ,
Shareholder Approval ,
Standard of Review
Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more
5/8/2017
/ Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Business Judgment Rule ,
DE Supreme Court ,
Entire Fairness Standard ,
Fiduciary Duty ,
Irrebuttable Presumptions ,
Mergers ,
Pleading Standards ,
Post-Closing Money Damages ,
Shareholder Litigation ,
Standard of Review
Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more
5/20/2016
/ Books & Records ,
Breach of Duty ,
Burden of Proof ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Mergers ,
Pleading Standards ,
Shareholder Demands ,
Shareholder Litigation ,
Statute of Limitations
A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more
10/23/2015
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Exculpatory Clauses ,
Fiduciary Duty ,
Injunctions ,
Judicial Review ,
Mergers ,
Motion to Dismiss ,
Pleadings ,
Revlon ,
Shareholder Votes ,
Vacated