Bryan Townsend

Morris James LLP

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Chancery Finds Proper Purpose in Books and Records Demand to Investigate Potential Wrongdoing in CBS-Viacom Merger, Orders...

Bucks Cty. Employees Ret. Fund v. CBS Corp., C.A. No. 2019-0820-JRS (Del. Ch. Nov. 25, 2019). A stockholder seeking books and records in Delaware states a proper purpose for inspection by demonstrating a credible basis to...more

12/11/2019 / Board of Directors , Books & Records , Breach of Duty , Fiduciary Duty , Section 220 Request , Shareholder Litigation , Shareholders

Chancery Finds “Constellation” of Personal and Professional Relations Between Directors and Controlling Stockholder Excuses Demand

In re BGC Partners, Inc. Derivative Litig., Consol. C.A. No. 2018-0722-AGB (Del. Ch. Sept. 30, 2019). A stockholder plaintiff seeking to bring a derivative claim on behalf of a corporation must first demand authorization...more

10/17/2019 / Board of Directors , Breach of Duty , Controlling Stockholders , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholder Litigation

Court of Chancery Finds Agreements Unenforceable for Lack of Assent, Dismisses Remaining Claims for Lack of Personal Jurisdiction

Eagle Force Holdings, LLC v. Campbell, C.A. No. 10803-VCMR (Del. Ch. Aug. 29, 2019). Parties to a contract must provide evidence of an overt manifestation of assent for a contract to be enforceable under Delaware law....more

10/4/2019 / Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , LLC Agreements

Chancery Sustains Claims Against Special Committee Members Concerning Stock Incentive Plan

Reith v. Lichtenstein, C.A. No. 2018-0277-MTZ (Del. Ch. June 28, 2019). As Reith explains, directors may lose the protections of the business judgment rule and expose themselves to liability if they knowingly or...more

7/19/2019 / Board of Directors , Breach of Duty , Fiduciary Duty , Incentive Stock Options , Shareholders , Stock Options

Chancery Declines to Dismiss Derivative Claim Challenging Compensation of Goldman Sachs Directors

Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. May 31, 2019). Recently, the Delaware Supreme Court held in In re Investors Bancorp, Inc. Stockholder Litigation, 177 A.3d 1208 (Del. 2017) that stockholder approval of...more

7/5/2019 / Board of Directors , Breach of Duty , Derivative Suit , Duty of Loyalty , Fiduciary Duty

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