The derivative suit concept so familiar in the corporate context has been grafted onto the limited liability form. The contractual nature of limited liability companies and their often closely-held membership can pose...more
In a recent post-trial decision the Delaware Court of Chancery upheld a stockholder challenge to a “poison pill” rights plan adopted by The Williams Companies’ board of directors, declaring the plan unenforceable and issuing...more
Agspring Holdco, LLC v. NGP X US Holdings, L.P., C.A. No. 2019-0567-AGB (Del. Ch. July 30, 2020) -
This opinion concerns a buyer’s attempt to plead fraud in connection the acquisition of a business. The Court denied in the...more
Woods v. Sahara Enterprises, Inc., C.A. No. 2020-0153-JTL (Del. Ch. July 22, 2020) -
This decision concerning statutory inspection rights under Section 220 of the Delaware General Corporation Law clarifies the requirements...more
Elburn v. Albanese, C.A. No. 2019-0774-JRS (Del. Ch. Apr. 21, 2020) -
Finding that the stockholder plaintiff (the “Plaintiff”) had satisfied the Rule 23.1 “with particularity” pleading standard, the Court of Chancery...more
Buckley Family Trust v. McCleary, C.A. No. 2018-0903-AGB (Del. Ch. Mar. 31, 2020).
This case involved a minority stockholder in a Subchapter S corporation seeking relief as a result of its dissatisfaction with management’s...more
In re CVR Refining, LP Unitholder Litig., Consol. C.A. No. 2019-0062-KSJM (Del. Ch. Jan. 31, 2020).
The Court of Chancery declined at the pleadings stage to dismiss claims for breach of a governing limited partnership...more
An “allegation that a transaction involves a controlling stockholder who stands on both sides is a serious one because it imposes fiduciary duties on the controlling stockholder and potentially strips directors of the...more
Irving Firemen’s Relief and Ret. Fund v. Page, C.A. No. 2019-0355-SG (Del. Ch. Jul. 1, 2019).
Delaware courts typically apply the McWane first-filed doctrine to stay a later-filed Delaware case in favor of a case already...more
In re: Shorenstein Hays-Nederlander Theatres LLC Appeals, Consol. C.A. Nos. 596, 2018 and 620, 2018 (Del. Jun. 20, 2019).
“Depositions are court proceedings, and counsel defending the deposition have an obligation to...more
Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019).
Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more
The Delaware Supreme Court recently issued an important corporate law decision addressing issue preclusion in the context of multiple shareholder derivative actions. The court ruled in California State Teachers’ Retirement...more
Vice Chancellor Joseph R. Slights III's decision In re OM Group Stockholders Litigation, Consol. C.A. No. 11216-VCS (Oct. 12, 2016), represents the latest Delaware Court of Chancery decision to apply Corwin v. KKR Financial...more
Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more
A recent opinion containing the report and recommendation of the magistrate judge in the U.S. District Court for the District of Delaware, In re Chemed Shareholder Derivative Litigation, C.A. No. 13-1854-LPS-CJB (D.Del. Dec....more
The Delaware Supreme Court, in a recent order affirming the opinion of the Delaware Court of Chancery, provided clear guidance about when third-party corporate advisers may raise the in pari delicto defense as a shield to...more
Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more
6/4/2015
/ Accelerated Payments ,
Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
Change in Control ,
Fiduciary Duty ,
Financing ,
Loans ,
Proxy Put ,
Ripeness ,
Shareholder Activism