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
Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Del. Ch. Mar. 16, 2018) -
This is an interesting indemnification decision for its handling of subrogation rights in the indemnification context, one involving former Quiznos...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
Arch Insurance Company v. Murdock, C.A. N16C-01-104 EMD CCLD (March 1, 2018) -
This decision upholds coverage under a D&O policy for a claim alleging fraud by directors. This is not too surprising as the Delaware...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
In RE Examworks Group Inc. Stockholder Appraisal Litigation, C.A. 12688-VCL (February 21, 2018) -
As this decision again points out, a scheduling order is a court order that must be followed or sanctions will be imposed....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
KT4 Partners LLC v. Palantir Technologies Inc., C.A. 2017-0177-JRS (February 22, 2018) -
When a demand to inspect corporate records states a purpose other than to value the corporation’s stock, it is often difficult to...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
Dieckman v. Regency GP LP, C.A. 11130-CB (ORDER) (February 20, 2018) -
This Order is helpful in setting out how to plead that a board decision subject to a “good faith” test in an LP agreement did not meet that standard....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
In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) -
This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here...more
In re: TransPerfect Global Inc., C.A. 9700-CB (February 15, 2018) -
In what it is hoped is the final act in the TransPerfect case, this decision upholds the sale process used by the Custodian to sell TransPerfect....more
Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) -
This appraisal case adopts the target’s market price as its fair value....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
Miller v. HCP & Company, C.A. 2017-0291-SG (February 1, 2018) -
This decision resolves the tricky issue of when the provisions of an LLC agreement do not allow “gap filling” so as to permit a claim for violation of the...more
Composecure LLC v. Cardux LLC, C.A. 12524-VCL (February 1, 2018) -
Most of this decision deals with when a contract is void or voidable. If the signing is in violation of mandatory provisions in the entity’s governing...more
Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) -
When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great...more
Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic. However, to a large extent, companies can chose the forum to decide claims made against...more
Reid v. Siniscalchi, C.A. No. 2874-VCS (January 30, 2018) -
The facts underlying this summary judgment decision are rather remarkable. The case is long-pending, and involved years of jurisdictional discovery granted for...more
California State Teachers Retirement System v. Alvarez, No. 295, 2016 (Del. Jan. 25, 2018) -
This is an important decision clarifying the rules regarding the preclusive effect a dismissal of a derivative suit may have on a...more
Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) -
This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere...more