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Q2 2024 Quarterly Corporate / M&A decisions updates

Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more

Delaware Court of Chancery dismisses “De-SPAC” merger claims at motion to dismiss stage

In In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation, the Delaware Court of Chancery for the first time dismissed breach of fiduciary duty claims against directors involved in a merger with a special purpose...more

In re Cognizant Technology: Third Circuit adopts de novo review for failure to plead demand futility

In re Cognizant Technology Solutions Corporation Derivative Litigation, the United States Court of Appeals for the Third Circuit, sitting en banc, overruled its prior decision in Blasband v. Rales that applied an...more

Delaware Supreme Court clarifies entire fairness standard for controlling stockholder transactions

In In re Match Group Deriv. Litig., the Delaware Supreme Court affirmed in part and reversed in part the lower court’s decision on the appropriate standard of review and the application of Kahn v. M & F Worldwide Corp., 88...more

Palkon v. Maffei: Court permits suit challenging conversion to Nevada corporation

In Palkon v. Maffei, the Delaware Court of Chancery permitted stockholders to pursue claims that the board of directors of TripAdvisor breached their fiduciary duties in converting TripAdvisor from a Delaware corporation to a...more

Delaware Supreme Court holds separate class vote not required for officer exculpation amendment

In re Fox Corporation/Snap Inc. Section 242 Litigation, the Delaware Supreme Court ruled that corporations do not need to seek votes from each separate stockholder class to approve charter amendments exculpating corporate...more

2024 Securities, Shareholder, and M&A Litigation Outlook

2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more

Segway, Inc. v. Cai – Delaware Chancery Court reaffirms Caremark bad faith requirement

In Segway, Inc. v. Cai, the Delaware Court of Chancery dismissed a breach of fiduciary duty claim for failure to allege “sufficient facts to support a reasonable inference that the fiduciary acted in bad faith.” The plaintiff...more

Q3 2023 Quarterly Corporate / M&A decisions updates

The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders. In Seidman, the court...more

Newman v. KKR: Suit dismissed by Delaware Chancery Court for failure to plead demand futility

In Newman v. KKR, the Delaware Court of Chancery dismissed a shareholder suit against Transphorm, Inc.’s Board and KKR, the largest shareholder, for failure to plead demand futility. The plaintiff alleged that the Board...more

Q1 2023 Quarterly Corporate / M&A decisions updates

M&A and shareholder litigation is off to a busy start in 2023, with Delaware courts issuing several interesting opinions. The Delaware Supreme Court reversed a Delaware Court of Chancery decision, finding that the “maximum...more

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