Kirsten Zeberkiewicz on Shareholders

Chancery Dismisses Caremark Claim Against Energy Company Alleging Failure of Board Oversight Related to Fatal Pipeline Explosion

City of Detroit Police and Fire Retirement System v. Hamrock, C.A. No. 2021-0370-KSJM (Del. Ch. June 30, 2022) - Stockholder plaintiff filed a derivative suit on behalf of an energy company alleging that certain of the...more

10/11/2022 / Breach of Duty , Caremark claim , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholders

Chancery Orders Additional Information to Consider Dissolution Petition

In re Matter of Global Safety Labs, Inc., C.A. No. 2022-0309-JTL (Del. Ch. May 12, 2022) - This case concerned the dissolution procedures of the DGCL, specifically Section 280, which with Section 281 establishes an...more

10/4/2022 / Board of Directors , Delaware General Corporation Law , Dissolution , Shareholders

Chancery Applies Schnell and Blasius Review and Upholds Deadlock-Breaking Stock Issuance

Diamond Fortress Techs., Inc. v. Everid, Inc., C.A. No. N21C-05-048 PRW CCLD (Del. Super. Ct. Apr. 14, 2022) - Plaintiff Diamond Fortress contracted with the defendant company to provide its software to develop a trading...more

10/4/2022 / Board of Directors , Breach of Duty , Entire Fairness Standard , Fiduciary Duty , Shareholders

Chancery Addresses Fiduciary Duty Claims Involving Activist Investor

Goldstein v. Denner, C.A. No. 2020-1061-JTL (Del. Ch. May 26, 2022) - In this case, an activist investor and director was alleged to have concealed an eventual acquiror’s expression of interest while he leveraged that...more

10/4/2022 / Activist Investors , Board of Directors , Breach of Duty , Fiduciary Duty , Mergers , Shareholders

Chancery Finds it Lacks Discretion to Decline Jurisdiction Over a Case Where Jurisdiction Exists Under Section 111 of the DGCL

S’holders Rep. Serv. LLC v. DC Capital Partners Fund II, L.P., C.A. No. 2021-0465-KSJM (Del. Ch. Feb. 14, 2022) - While the Court of Chancery has exclusive subject matter jurisdiction over claims and remedies sounding in...more

8/11/2022 / Bylaws , Delaware General Corporation Law , Forum Selection , Jurisdiction , Shareholder Litigation , Shareholders

Chancery Dismisses Breach of Fiduciary Duty Claims Involving Bio-Tech Company Developing a COVID-19 Vaccine

In re Vaxart, Inc. Stockholder Litigation, Consol. C.A. No. 2020-0767-PAF (Del. Ch. Nov. 30, 2021) - Plaintiffs challenged amendments to warrant agreements between Vaxart and its former controlling stockholder, Armistice,...more

2/14/2022 / Board of Directors , Breach of Duty , Fiduciary Duty , Insider Trading , Investors , Shareholders

CCLD Rejects Several Defenses to Insurance Coverage of a Settlement Paid By Investment Fund

Sycamore Partners Management, L.P. v. Endurance American Insurance Co., C.A. No. N18C-09-211 AML CCLD (Del. Super. Sept. 10, 2021) - Prior to the closing of a leveraged buyout of a company (the “Merger”) whereby the...more

11/23/2021 / Breach of Contract , Breach of Duty , Derivative Suit , Fiduciary Duty , Mergers , Shareholders

Delaware Supreme Court Upholds Contractual Waiver of Statutory Appraisal Rights

Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more

11/23/2021 / Appraisal , Appraisal Rights , Breach of Duty , Fair Market Value , Fair Valuation , Fiduciary Duty , Mergers , Shareholders

Chancery Upholds Well-Pled Claims Relating to Former Fiduciaries’ Retention of Derivative Arbitration Award

Optimiscorp v. Atkins, C.A. No. 2020-0183-MTZ (Del. Ch. July 15, 2021) - In Optimiscorp, the Court upheld claims against former directors and officers of plaintiff Optimiscorp arising out of the defendants’ failure to turn...more

9/8/2021 / Arbitration , Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Shareholders

Chancery Confirms the Challenges in Pleading Caremark and Non-Shareholder Action Disclosure Claims

Fisher v. Sanborn, C.A. No. 2019-0631-AGB (Del. Ch. Mar. 30, 2021) - Under Court of Chancery Rule 23.1, a plaintiff attempting to bring a derivative action on behalf of a corporation faces a heightened “particularized”...more

4/27/2021 / Board of Directors , Breach of Duty , Caremark claim , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholders

Chancery Dismisses Derivative Action for Failure to Plead Demand Futility Despite Unocal Enhanced Scrutiny

Gottlieb v. Duskin, C.A. No. 2019-0639-MTZ (Del. Ch. Nov. 20, 2020) - Defendants moved to dismiss a derivative action for failure to plead demand futility under Rule 23.1. The complaint alleged that the director...more

1/22/2021 / Board of Directors , Breach of Duty , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholders

Chancery Addresses Burdens for Valuation-Related Books-and-Records Inspections, While Finding Defendant’s Asserted Lack of Records...

Woods v. Sahara Enterprises, Inc., C.A. No. 2020-0153-JTL (Del. Ch. July 22, 2020) - This decision concerning statutory inspection rights under Section 220 of the Delaware General Corporation Law clarifies the requirements...more

9/1/2020 / Board of Directors , Books & Records , Fiduciary Duty , Section 220 Request , Shareholder Litigation , Shareholders

Chancery Provides Guidance on Rule 23.1 “With Particularity” Pleading Standard in Continuing Investors Bancorp Stock Awards and...

Elburn v. Albanese, C.A. No. 2019-0774-JRS (Del. Ch. Apr. 21, 2020) - Finding that the stockholder plaintiff (the “Plaintiff”) had satisfied the Rule 23.1 “with particularity” pleading standard, the Court of Chancery...more

5/28/2020 / Board of Directors , Breach of Duty , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholders

Kirsten Zeberkiewicz

Morris James LLP

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