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Q3 2024 Quarterly Corporate / M&A decisions updates

Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors...more

Delaware court finds corporate charter cannot incorporate private agreement by reference

In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more

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

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

Wagner v. BRP: The Court of Chancery extends its Moelis stockholders agreement jurisprudence

In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...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

Q4 2023 Quarterly Corporate / M&A decisions updates

This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more

Pietrasik v. Kraus Hamdani Aerospace: Despite Plaintiff’s “Rancor,” Delaware Court Grants 220 Demand

After a de novo review of the record following a Magistrate in Chancery’s final report, Vice Chancellor Fioravanti of the Delaware Court of Chancery declined to accept the Magistrate’s recommendation to deny a...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

Seidman v. Blue Foundry: eregious defense against books and record request prompts fee shifting

In Lawrence B. Seidman v. Blue Foundry Bancorp, the Delaware Court of Chancery awarded US$223,651.60 in attorneys’ fees and expenses to a plaintiff stockholder because of the defendant’s “glaringly egregious litigation...more

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