In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
1/26/2024
/ Board of Directors ,
Breach of Duty ,
Business Disputes ,
Business Litigation ,
Business Plans ,
Controlling Stockholders ,
Fiduciary Duty ,
Interference Claims ,
Liquidation ,
Private Equity Funds ,
Publicly-Traded Companies ,
Shareholder Rights ,
Voting Rights
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more
It is well established that corporate officers owe the same fiduciary duties as directors under Delaware law. However, the Delaware courts have not had occasion to consider every species of fiduciary duty claim against...more
In a previous alert, we discussed the Delaware Court of Chancery’s decision in In re Mindbody, Inc. Stockholders Litigation. In the decision, the court declined to dismiss breach of fiduciary duty claims against the chief...more
In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more
10/6/2020
/ 10b5-1 Plans ,
Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CEOs ,
Corwin Doctrine ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Private Equity Firms
In Teamsters Local 443 Health Services & Insurance Plan v. Chou, the Delaware Court of Chancery held, at the pleading stage, that plaintiff stockholders had stated a claim for Caremark oversight liability against certain of...more
8/27/2020
/ Board of Directors ,
Caremark claim ,
Criminal Investigations ,
Delaware General Corporation Law ,
Department of Justice (DOJ) ,
Fiduciary Duty ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Oversight Duties ,
Personal Liability ,
Reasonable Doubt ,
Scienter ,
Shareholders ,
Subsidiaries
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more
7/9/2020
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
DE Supreme Court ,
Disclosure Requirements ,
Fairness Standard ,
Fiduciary Duty ,
Fraud ,
Mergers ,
Shareholder Litigation ,
Standard of Review
In Dohmen v. Goodman, the Delaware Supreme Court declined to impose an affirmative fiduciary duty of disclosure on a general partner arising out of the general partner’s solicitation of capital contributions from a limited...more
6/26/2020
/ Appeals ,
Breach of Contract ,
Breach of Duty ,
Capital Contributions ,
Causation ,
Damages ,
DE Supreme Court ,
Fiduciary Duty ,
General Partnerships ,
Limited Partnership Agreements ,
Limited Partnerships ,
Private Placements
On June 11, the Delaware Court of Chancery issued important guidance to boards of directors of Delaware corporations and their controlling stockholders seeking to utilize the dual protections of MFW2 — a special committee and...more
In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of...more
On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more
3/10/2020
/ Acquisition Agreements ,
Arms Length Transactions ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Director ,
Negotiations ,
Shareholder Votes ,
Special Committees ,
Standard of Review
A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more
A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more
On March 20, 2013, legislation proposing to amend the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et. seq. (DLLCA) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the...more
Originally published in Private Equity and Contract Law360 on February 20, 2013.
Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more
On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more