MKE Holdings v. Schwartz, C.A. No. 2018-0729-SG (Del. Ch. Sept. 26, 2019).
Under Delaware law, the managers of a limited liability company owe the entity and its members the traditional common law fiduciary duties of care...more
In Re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019).
The Delaware courts have observed that a Caremark claim for failure of oversight against a board is among the most...more
Eagle Force Holdings, LLC v. Campbell, C.A. No. 10803-VCMR (Del. Ch. Aug. 29, 2019).
Parties to a contract must provide evidence of an overt manifestation of assent for a contract to be enforceable under Delaware law....more
GMF ELCM Fund L.P. v. ELCM HCRE GP LLC, C.A. No. 2018-0840-SG (Del. Ch. Aug. 7, 2019).
The equitable remedy of dissolution is extraordinary. Given the extraordinary record before it, and the abundance of evidence that the...more
It is well-settled in Delaware that a stockholder seeking to pursue derivative claims must own shares at the time of the wrong and continuously through the life of any litigation. Similarly, direct claims based on injury to...more
Avande Inc. v. Evans, C.A. No. 2018-0203-AGB (Del. Ch. Aug. 13, 2019).
A director of a Delaware corporation who stands on both sides of a challenged transaction must prove the entire fairness of the transaction. ...more
Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, C.A. No. 2019-0416-MTZ (Del. Ch. June 27, 2019).
Delaware courts construe advance notice by-laws against the drafter in favor of stockholder...more
Klein v. Wasserman, C. A. No. 2017-0643-KSJM (Del. Ch. May 29, 2019).
The typical claim for breach of fiduciary duty arises out of a single transaction or event, or several closely-related transactions or events. ...more
Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018.
Originally published in Transaction Advisors....more
2/25/2019
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivative Suit ,
Elon Musk ,
Fiduciary Duty ,
Mergers ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Tesla
Every court agrees that litigants must support their privilege claims with something other than naked assertions. But they disagree about the type of support required to justify withholding documents or...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 changed the law in a...more
2/22/2018
/ Appraisal ,
Appraisal Rights ,
Books & Records ,
Breach of Duty ,
Business Litigation ,
Corporate Counsel ,
Derivative Suit ,
Directors ,
Fiduciary Duty ,
Master Limited Partnerships ,
Partnership Agreements ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty...more
Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages...more
The Delaware courts encourage plaintiffs who bring derivative claims in Delaware without making demand on the board of directors to seek books and records under Section 220 of the Delaware General Corporation Law so as to be...more
Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more
It is well-settled under Delaware law that in a merger a stockholder loses standing to assert a purely derivative claim. That claim passes instead to the acquiring company. As an asset of a Delaware company, derivative claims...more