In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) -
The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more
Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) -
In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to...more
The power to bring a claim for breach of duty causing injury to a Delaware corporation resides with the board of directors. It is part of their duty under Section 141(a) of the Delaware General Corporation Law to manage the...more
Clem v. Skinner, et al., C.A. 2021-0240-LWW (Del. Ch. Feb. 19, 2024) -
This Caremark decision involved the retail pharmacy company, Walgreens, and concerned billing practices for a particular insulin pen product that gave...more
Tornetta v. Musk, et al., C.A. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024) -
Stockholders of Tesla, Inc. brought a derivative action against Elon Musk and six individual Tesla directors, alleging that the directors breached...more
City of Hialeah Emps. Ret. Sys. v. Insight Venture Partners, C.A. No. 2022-0846-MTZ (Del. Ch. Dec. 28, 2023) -
A venture capital fund invested in two different entities. One of the entities then acquired the other. In the...more
Ramco Asset Mgmt. LLC v. USA Rare Earth, LLC, C.A. No. 2022-0665-SG (Del. Ch. Oct. 20, 2023) -
Plaintiffs brought claims alleging improper dilution of their equity interests when transferring their holdings in an...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
ArchKey Intermediate Holdings Inc. v. Mona, C.A. No. 2021-0383-JTL (Del. Ch. Oct. 3, 2023) -
Parties to a stock purchase agreement disputed post-closing price adjustments. The agreement called for an independent accountant...more
Hoffman v. First Wave BioPharma, Inc., C.A. No. 2023-0097-MTZ (Del. Ch. September 27, 2023) -
A company's board of directors suspected one of its members had leaked the company's financial information to a third party and...more
Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) -
An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more
In re AMC Entm't Holdings, Inc. S'holder Litig., Consol. C.A. No. 2023-0215-MTZ (Del. Ch. July 21, 2023) -
In re AMC Entm't Holdings, Inc. S'holder Litig., Consol. C.A. No. 2023-0215-MTZ (Del. Ch. Aug. 11, 2023) -
The...more
In re Dell Techs. Inc. Class V S'holders Litig., C.A. No. 2018-0816-JTL (Del. Ch. July 31, 2023, revised Aug. 22, 2023) -
Stockholders filed class actions in the Court of Chancery challenging the terms of a redemption of a...more
Sciabacucchi v. Howley, C.A. No. 2021-0938-LWW (Del. Ch. July 3, 2023) -
A stockholder filed a derivative action alleging breach of fiduciary duty and unjust enrichment in connection with a board compensation committee’s...more
Simeone v. The Walt Disney Company, C.A. No. 2022-1120-LWW (Del. Ch. June 27, 2023) -
The Walt Disney Company opposed Florida legislation that limits instruction on sexual orientation and gender identity in Florida...more
In re Baker Hughes, a GE Company, Derivative Litigation, C.A. No. 2019-0201-LWW (Del. Ch. Apr. 17, 2023) -
After the Court of Chancery made a pleadings stage determination that the demand was futile, a board of directors...more
Delaware’s demand futility analysis for derivative claims is designed to prevent stockholders from divesting the board of its control of an asset and enabling stockholders to pursue weak claims. To plead demand futility under...more
City of Coral Springs Police Officers' Pension Plan v. Dorsey, C.A. No. 2022-0091-KSJM (Del. Ch. May 9, 2023) -
A terrible business decision does not ensure the Court of Chancery will sustain a derivative claim. A...more
Thermo Fisher Scientific PSG Corp. v. Arranta Bio MA, LLC, C.A. No. 2022-0608-NAC (Del. Ch. Apr. 4, 2023) -
The plaintiff and the defendant entered into a supply agreement under which the defendant would manufacture...more
Harris v. Harris, C.A. No. 2019-0736-JTL (Del. Ch. Jan. 12, 2023) -
Three children filed suit against their mother and her associates, alleging they had seized control of a family-owned corporation and engaged in...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
Schoenmann v. Irvin, C.A. 2021-0326-SG (Del. Ch. Jun. 2, 2022) -
After the plaintiff filed his direct and derivative claims in April 2021, the defendants – the company and its controller – circulated in June 2021 a written...more
Diep v. Trimaran Pollo Partners, No. 313, 2021 (Del. June 28, 2022) -
After the Court of Chancery denied an initial motion to dismiss, the company formed a special litigation committee (“SLC”) to investigate the claims and...more
Wei v. Zoox, Inc, C.A. No. 2020-1036-KSJM (Del. Ch. Jan. 31, 2022) -
Often, stockholders who suspect corporate wrongdoing in connection with M&A transactions demand to inspect the company’s books and records under Section...more
Galindo v. Stover, C.A. No. 2021-0031-SG (Del. Ch. Jan. 26, 2022) -
If a majority of fully informed, uncoerced, disinterested stockholders vote to approve a merger not involving a conflicted controlling stockholder, then...more