In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more
In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more
12/28/2023
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Caremark claim ,
Commercial Litigation ,
Corporate Counsel ,
Corporate Officers ,
Dispute Resolution ,
Fiduciary Duty ,
Mergers ,
Oversight Duties
In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more
7/18/2023
/ Acquisitions ,
Attorney's Fees ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Disclosure ,
Fiduciary Duty ,
Injunctive Relief ,
Mergers ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders
\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more
In Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455 (Del. Ch. June 7, 2021), the Delaware Court of Chancery (Slights, V.C.) provided key guidance on mergers and acquisitions (“M&A”)...more
In Heinze v. Tesco Corp., No. 19-20298, 2020 WL 4814094 (5th Cir. Aug. 19, 2020), the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a putative class action suit under Section 14(a) of the...more
In Fir Tree Value Master Fund, LP v. Jarden Corp., No. 454-2019, 2020 WL 3885166 (Del. July 9, 2020), the Delaware Supreme Court affirmed a Delaware Court of Chancery (Slights, V.C.) appraisal decision that adopted the...more
Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more
In Shareholder Representative Services LLC v. RSI Holdco, LLC, No. 2018-0517-KSJM, 2019 WL 2290916 (Del. Ch. May 29, 2019), the Delaware Court of Chancery reaffirmed that a target company may protect its pre-merger privileged...more
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more
1/28/2019
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Bylaws ,
Cal Code of Civil Procedure ,
Common Stock ,
Corporations Code ,
Enforcement ,
Fiduciary Duty ,
Foreign Corporations ,
Forum Non Conveniens ,
Forum Selection ,
Internal Affairs Doctrine ,
Jurisdiction ,
Mergers ,
Motion To Stay ,
Putative Class Actions ,
Retroactive Application ,
Securities Litigation ,
Statutory Rights
In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a controlling stockholder who pursues a merger with the controlled company will have...more
10/18/2018
/ Aiding and Abetting ,
Breach of Duty ,
Bright-Line Rule ,
Business Judgment Rule ,
Buyouts ,
Class Action ,
Controlling Stockholders ,
DE Supreme Court ,
Due Care ,
Duty of Care ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Motion to Dismiss ,
Shareholder Litigation
In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more
3/3/2017
/ Acquisitions ,
Appeals ,
Attorney's Fees ,
Class Action ,
Disclosure Settlement ,
Mergers ,
Non-Monetary Payments ,
Remand ,
Reversal ,
Settlement ,
Shareholder Litigation ,
Standard of Review ,
Verizon
Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more
1/20/2017
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
DE Supreme Court ,
Derivative Suit ,
Dilution ,
Direct Suit ,
Master Limited Partnerships ,
Mergers ,
Mootness ,
Parent Corporation ,
Partnership Agreements ,
Publicly-Traded Companies ,
Reversal ,
Self-Dealing ,
Shareholders ,
Standing ,
Tortious Interference
In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more
In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more
9/6/2016
/ Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Counsel ,
Damages ,
Fairness Standard ,
Fiduciary Duty ,
Mergers ,
Motion to Dismiss ,
Putative Class Actions ,
Securities Litigation ,
Standard of Review
In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more
6/10/2016
/ Appraisal ,
Appraisal Rights ,
Board of Directors ,
Common Stock ,
Delaware General Corporation Law ,
Dell ,
Fair Market Value ,
Fiduciary Duty ,
Leveraged Buyout ,
Mergers ,
Voting Securities
As recently as 2014, nearly 95% of all mergers of public companies valued at $100 million or more triggered stockholder class action litigation. Historically, a large number of merger-related stockholder litigation settled...more
In Houseman v. Sagerman, C.A. No. 8898-VCG, 2014 WL 1478511 (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Glasscock, V.C.) granted, in part, a motion to dismiss filed by certain directors and the financial advisor...more
5/13/2014
/ Board of Directors ,
Breach of Duty ,
Corporate Counsel ,
Corporate Governance ,
Fiduciary Duty ,
Mergers ,
Pleading Standards ,
Pleadings ,
Professional Liability ,
Shareholder Litigation ,
Shareholders
In In re Answers Corp. Shareholders Litigation, C.A. No. 6170-VCN, 2014 WL 463163 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery (Noble, V.C.) granted summary judgment in favor of defendants in a stockholder class...more
In American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., CA NO. 9490-VCG, 2014 WL 354496 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery applied the implied covenant of good faith and fair dealing to a...more