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
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
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
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
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
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
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
Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., No. 565, 2016 (December 14, 2017) -
In this much-anticipated decision, the Delaware Supreme Court stresses the importance of the deal price to the award in an...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
Peter Van Der Fluit v. Yates, C.A. No. 12553-VCMR (Nov. 30, 2017) -
Briefly, under Corwin, the informed vote of a majority of the disinterested stockholders subjects a transaction to the business judgment rule when the...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
Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) -
This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side...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
Salberg v. Genworth Financial Inc., C.A. No. 2017-0018-JRS (July 27, 2017) -
This is an important decision for its analyses implicating the Garner and Corwin rules. The Garner rule is that, under certain narrow...more
H&N Management Group Inc. v Couch, C.A. No. 12847-VCMR (Del. Ch. Aug. 1, 2017) -
This is a rare case involving apparent lack of care in approving a conflicted transaction and a failure to employ almost any safeguards to...more
In re Wal-Mart Stores Inc. Delaware Derivative Litig., C.A. No. 7455-CB (Del. Ch. July 25, 2017) -
This is an important decision holding that just because one derivative litigation was dismissed for failure to overcome...more
Henry v. Phixios Holdings Inc., C.A. No. 12504-VCMR (July 10, 2017) -
This is the rare decision explaining when restrictions on stock transfers (permitted by Section 202 of the DGCL) can be enforced. While the statute...more
While directors have the right to issue options, when the grant is to themselves and there are specific facts suggesting unfairness, those directors will have the burden of proving the grants were entirely fair in a...more
This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more
Recent criticism of appraisal arbitrage argues that it comes without real risk to the petitioners. This appraisal decision, which values the company below the deal price based on a discounted cash flow analysis, should be...more
A derivative plaintiff who fails to make a pre-suit demand on the board must show why demand is excused using particularized facts. Here, the plaintiff argued that demand was automatically excused by sufficiently pleading a...more