CBS Corp., et al. v. National Amusements, Inc., et al., C.A. No. 2018-0342-AGB (Del. Ch. May 17, 2018) (Letter Op.) -
Arising out of the highly-publicized dispute over the proposed transaction involving CBS and Viacom,...more
R.A. Feuer v. Redstone, C.A. 12575-CB (April 19, 2018) -
This decision involves the rare case where a waste claim is well plead. ...more
Wypie Investments LLC v. Homschek, C.A. N14C-08-140 WCC CCLD (March 28, 2018) -
This decision clarifies that negligent representation claims can only be brought in the Delaware Court of Chancery. ...more
In re Tesla Motors Inc. Stockholder Litigation, C.A. No. 12711-VCS (Del. Ch. Mar. 28, 2018) -
Under Delaware law, a controlling stockholder need not be a majority stockholder. Rather, a controlling stockholder might be a...more
In Re Oracle Corporation Derivative Litigation, C.A. No. 2017-037-SG (Del. Ch. Mar. 19, 2018) -
Delaware law requires a derivative plaintiff to make a pre-suit demand on the board unless excused as futile. Because some...more
Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018) -
This decision addresses a host of interesting topics. First, it declines to invoke the so-called step-transaction doctrine under...more
The Ravenswood Investment Company LP v. The Estate Of Bassett S. Winmill, C.A. No. 3730-VCS (Del. Ch. Mar. 21, 2018) -
It is easy to assume that some form of meaningful relief must be available when a fiduciary bears the...more
A series of recent Delaware court decisions have caused some plaintiffs law firms to decide stockholder litigation should no longer be filed in the Delaware courts. This article will first explain the background to their...more
In Re UnitedHealth Group Inc. Section 220 Litigation, C.A. 2017-0681-VCMR (February 28, 2018) -
To obtain inspection rights from a Delaware corporation to investigate alleged wrongdoing, the petitioner needs some evidence...more
Wilkin v. Narachi, C.A. 12412-VCMR (February 28, 2018) -
Demand on directors is not required when it is alleged that they have violated a statute or rule. But when the claim is only that they violated the "best practices”...more
Cummings v. Eden, C.A. 13007-VCS (February 20, 2018) -
This decision is particularly helpful in clarifying the effect of Section 141 of the DGCL. A transaction that is passed by the vote of even a single disinterested...more
Appel v. Berkman, No. 316, 2017 (February 20, 2018) -
When seeking stockholder votes it is not always clear when the company must disclose an opinion of an individual director on the merits of the proposed transaction....more
In RE Appraisal Of AOL Inc., C.A. 11204-VCG (February 23, 2018) -
This is an important case for its comments on the Dell decision of the Delaware Supreme Court. The Court declined to use the deal price as evidence of the...more
Weil v. Vereit Operating Partnership LP, C.A. 2017-0613-JTL (February 13, 2018) -
This decision clearly sets out how to allocate fees for claims subject to advancement of attorney fees from those that are not covered by an...more
Chatham Asset Management LLC v. Papanier, C.A. No. 2017-0088-AGB (Dec. 22, 2017) -
It is often said that a mere prediction of some future event cannot be misleading because such predictions are speculations that cannot be...more
Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. 12151-VCG (December 18, 2017) -
This decision is an exhaustive review of what constitutes a Caremark claim. It makes it clear that merely because the...more
City of Birmingham Retirement and Relief System v. Good, No. 16, 2017 (December 15, 2017) -
This decision explains again that actual or constructive knowledge of persistent corporate wrongdoing is needed before there is a...more
In re Investors Bancorp Inc. Stockholder Litigation, No. 169, 2017 (December 13, 2017) -
There has been some uncertainly over the effect of stockholder approval of stock option plans for directors, such as does that...more
IRA Trust FBO Bobbie Ahmed v. Crane, C.A.. 12742-CB (December 11, 2017) -
This is an important decision because it extends the holding of MFW to a stock reclassification. Under the 6-part test of MFW, the business judgment...more
Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) -
This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more
Silverberg v. ATC Healthcare Inc., C.A. 2017-0242-JRS (December 5, 2017) -
While the standard to win the right to inspect corporate records to investigate alleged wrongdoing is a lenient one, it is still not enough to just...more
Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of...more
Lenois v. Lawal, C.A. No. 11963-VCMR (Nov. 7, 2017) -
This case illustrates the power of well-functioning special committee to diffuse the potentially corruptive influence of a self-interested controller on a transaction....more
Kahn v. Stern, C.A. No. 12498-VCG (Aug. 28, 2017) -
It is not easy to sufficiently plead a bad faith breach of fiduciary duty by a board in approving a merger when a majority of the directors were disinterested and...more
In Re Meadwestvaco Stockholders Litigation, C.A. No. 10617-CB (August 17, 2017) -
As this decision explains, to state a claim attacking a merger on the basis that the Board acted in bad faith you need more than ...more