Brown v. Kellar, C.A. No. 2018-0687-MTZ (Del. Ch. Dec. 21, 2018) -
Control disputes, like those under Section 225 of the DGCL, are summary, narrow proceedings limited to the issues regarding title to office. The Court of...more
Klein v. H.I.G. Capital LLC, C.A. No. 2017-0862-AGB (Del. Ch. Dec. 19, 2018) -
Under the Delaware Supreme Court’s Gentile decision, a claim may be dual-natured, meaning partially derivative on behalf of the corporation and...more
In re Xura Stockholder Litigation, C.A. No. 12608-VCS (Del. Ch. Dec. 10, 2018) -
Lately, the Delaware Supreme Court has given great weight to the deal price in appraisal cases. As a result, plaintiffs have put a greater...more
Busch v. Richardson, C.A. 2017-0868-AGB (November 14, 2018) -
A derivative complaint that meets the demand requirements of Rule 23.1 may be subject to later dismissal at the request of a properly formed and functioning...more
Tilden v. Cunningham, C.A. 2017-0837-JRS (October 26, 2018) -
This is an interesting decision for many reasons. It includes a comprehensive analysis of when demand on a board is not excused, when ignoring a forum selection...more
Flood v. Synutra Int’l, Inc., C.A. No. 101, 2018 (Del. Oct. 9, 2018) -
Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), commonly referred to as MFW, a controller may gain the benefit of business judgment review...more
Charles Almond Trustee v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Aug. 17, 2018)-
Sections 204 and 205 of the DGCL permit corporations to cure and validate defective corporate acts under the right circumstances....more
In re Twitter Inc. Shareholder Derivative Litigation, C.A. No. 18-62-VAC-MPT (D. Del. July 23, 2018) -
Several Court of Chancery decisions discuss the appropriateness of staying a derivative action pending a related...more
Olenik v. Lodzinski, C.A. No. 2017-0414-JRS (Del. Ch. July 20, 2018) -
Transactions between a Delaware company and its controlling stockholder usually are subject to rigorous entire fairness review. But, under the MFW...more
Barnes v. Sprouts Farmers Market Inc., C.A. No. 2017-0735-MTZ (Del. Ch. July 18, 2018) -
An investor seeking books and records for the purpose of investigating wrongdoing or mismanagement must establish a “credible basis”...more
The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) -
This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more
Basho Technologies Holdco B LLC v. Georgetown Basho Investors LLC, C.A. No. 11802-VCL (Del. Ch. July 6, 2018) -
This notable decision issued by the Court of Chancery holds an investment fund and its manager liable for over...more
Ellis v. Gonzalez, C.A. No. 2017-0342-SG (Del. Ch. July 10, 2018) -
The pre-suit demand on the board requirement for derivative litigation usually is not excused solely by a sufficiently pled disclosure violation....more
Once again, the Delaware courts are being accused of improperly favoring management in stockholder litigation. Those accusations have periodically surfaced over at least the last 45 years, since Professor Cary’s famous (or...more
In re Straight Path Communications Inc. Consolidated Stockholder Litigation, C.A. No. 2017-0486-SG (Del. Ch. June 25, 2018) -
When a merger closes, stockholders of the acquired company generally lose standing to pursue...more
Steinberg v. Bearden, C.A. No. 2017-0286-AGB (Del. Ch. May 30, 2018) -
This is an interesting decision for its discussion of when pre-suit demand on the board is not excused for a derivative complaint alleging the...more
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
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
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