Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
2/10/2023
/ Bad Faith ,
Caremark claim ,
Corporate Counsel ,
Corporate Culture ,
Corporate Officers ,
Derivative Complaint ,
Directors ,
Duty of Oversight ,
Employee Misconduct ,
Fiduciary Duty ,
Franchises ,
McDonalds ,
Red Flags Rule ,
Sexual Harassment ,
Shareholder Litigation
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set...more
In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more
1/29/2020
/ Books & Records ,
Breach of Duty ,
Controlled Substances ,
Delaware General Corporation Law ,
Drug Distribution ,
Fiduciary Duty ,
Inspection Rights ,
Mismanagement ,
Opioid ,
Pain Management ,
Pharmaceutical Industry ,
Popular ,
Prescription Drugs ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more
4/16/2018
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Fiduciary Duty ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Shareholder Litigation ,
SolarCity ,
Tesla
On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more
2/12/2018
/ Breach of Contract ,
Corporate Counsel ,
Covenant of Good Faith and Fair Dealing ,
Delaware Limited Liability Company Act ,
Fiduciary Duty ,
Implied Covenants ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Motion to Dismiss ,
Operating Agreements ,
Shareholder Litigation
On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more
Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more
4/27/2017
/ Breach of Duty ,
Coercion ,
Corporate Counsel ,
Duty of Loyalty ,
Fairness Standard ,
Fiduciary Duty ,
Financial Markets ,
Merger Agreements ,
Revlon Standard ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholder Votes
On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more
12/21/2016
/ Acquisitions ,
Appraisal ,
Business Valuations ,
Fair Value Standard ,
Financial Adviser ,
Mergers ,
Securities ,
Selling a Business ,
Shareholder Litigation ,
Stock Prices ,
Technology Sector