City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024).
The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) established a cleansing process for a...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) -
It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
6/21/2024
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Fiduciary Duty ,
Fraud ,
Merger Agreements ,
Mergers ,
Motion to Dismiss ,
Shareholder Litigation ,
Shareholders
Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024) -
In Delaware, the implied covenant of good faith and fair dealing is inherent in all contracts and...more
Holifield v. XRI Investment Holdings, LLC, No. 407, 2022 (Del. Sept. 7, 2023) -
This decision concerned the disputed transfer of a member's LLC units. Below, the Court of Chancery held that the disputed transfer was...more
In re Zendesk, Inc. Section 220 Litigation, C.A. No. 2023-0454-BWD (Del. Ch. Aug. 25, 2023) -
The background of this books-and-records decision involved a failed acquisition, a strategic review, a proxy contest, and a...more
Thomas D. Murray et al. v. Shannon Rolquin et al., C.A. No 2018-0819-KSJM (Del. Ch. Mar. 9, 2023) -
In the Court of Chancery, untimely equitable claims may be time-barred by the doctrine of laches. However, a belated...more
In re Orbit/FR, Inc. S’holders Litig., C.A. No. 2018-0340-SG (Jan. 24, 2023) -
This decision involved a stockholder challenge to a merger between Orbit and its controller, Microwave Vision....more
Stillwater Mining Company v. National Union Fire Insurance Company of Pittsburgh, PA et al., No. 24, 2022 (Del. Jan. 12, 2023) -
This decision from Delaware Supreme Court addresses choice-of-law questions for D&O insurance...more
Ligos v. Tsuff, C.A. No. 2020-0435-SG (Del. Ch. Dec. 1, 2022) -
The Delaware Supreme Court’s Cornerstone Therapeutics decision established that, although a transaction involving a controller must satisfy entire fairness...more
In Re Carvana Co. S’holders Litig., C.A. No. 2020-0415-KSJM (Del. Ch. Aug. 31, 2022) -
In Delaware, parties may waive the requirement of personal jurisdiction either expressly or impliedly....more
Oklahoma Firefighters Pension & Ret. Sys. v. Amazon.com, Inc., C.A. No. 2021-0484-LLW (Del. Ch. June 1, 2022) -
In reviewing the propriety of a stockholder’s Section 220 demand to inspect corporate records, Delaware courts...more
Teamster Members Ret. Plan v. Randall S. Dearth et al., C.A. No. 2020-0807-MTZ (Del. Ch. May 31, 2022) -
Under the Supreme Court’s decision in Corwin and its progeny, a transaction approved by a fully informed, uncoerced...more
Krauss v. 180 Life Sciences Corp., C.A. No. 2021-0714-VCW (Del. Ch. Mar. 7, 2022).
The plaintiff was a former director and officer of a SPAC who became involved in litigation following its business combination. The...more
Knight v. Miller, C.A. No. 2021-0581-SG (Del. Ch. Apr. 27, 2022) -
In mid-March 2020, at a time when the COVID-19 pandemic caused the corporation’s stock price to trade at a periodic low, the corporation’s compensation...more
Ryan v. Buckeye Partners L.P. et al., C.A. No. 2021-0432-JRS (Del. Ch. Feb. 9, 2021) -
Delaware is a notice pleading jurisdiction. But, even under this forgiving standard, the Court of Chancery Rule 8 still requires that...more
Patel v. Duncan, C.A. No. 2020-0418-MTZ (Del. Ch. Sept. 30, 2021) -
For stockholders to comprise a control group, the alleged group members must be connected in some “legally significant way – such as by contract, common...more
Techview Investments Ltd., v. Amstar Poland Property Fund I, L.P., C.A. No. N20C-11-229 EMD CCLD (Del. Super. Ct. Aug. 31, 2021) -
The court's ability to hear actions is limited by their jurisdiction – both jurisdiction...more
Servaas v. Ford Smart Mobility LLC, C.A. No. 2020-0909-LWW (Del. Ch. Aug. 25, 2021) -
Delaware common law requires that contracts be read on their own terms. Accordingly, contracts cannot be “combined” to supply missing...more
Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. Jul. 12, 2021) -
This decision concerns fee applications under the “corporate benefit” doctrine for benefits achieved in derivative litigation....more
In re Oracle Corp. Derv. Litig., C.A. No. 2017-0337-SG (Del. Ch. June 21, 2021) -
While Delaware maintains a notice pleading standard, this decision reflects that conclusory allegations of breach of fiduciary duty leveled...more
Pettry v. Smith et al., C.A. No. 2019-0796-JRS (Del. Ch. June 28, 2021) -
As discussed in Caremark and its progeny, fiduciary duties require directors to monitor the business and affairs of a corporation. Here, the Court...more
In re SmileDirectClub, Inc., 2021 WL 2182827 (Del. Ch. May 28, 2021) -
Under the “contemporaneous ownership rule,” to have standing to bring derivative claims, stockholders in a Delaware corporation must own stock at the...more
Fisher v. Sanborn, C.A. No. 2019-0631-AGB (Del. Ch. Mar. 30, 2021) -
Under Court of Chancery Rule 23.1, a plaintiff attempting to bring a derivative action on behalf of a corporation faces a heightened “particularized”...more
RCS Creditor Trust v. Schorsch et al., C.A. No: 2017-0178-SG (Del. Ch. Mar. 18, 2021) -
Controlling shareholders of a Delaware corporation owe fiduciaries duties, but those duties do not require controllers to sacrifice...more