Brigade Leveraged Capital Structures Fund Ltd. v. Stillwater Mining Co., C.A. No. 427, 2019 (Del. Oct. 12, 2020) -
This case illustrates that, notwithstanding a flawed process for the sale of a company, the deal price may...more
Lacey v. Mota-Velasco, C.A. No. 2019-312-SG (Del. Ch. Oct. 6, 2020) -
Under Istituto Bancario, a foreign defendant alleged to be part of a conspiracy may be subject to personal jurisdiction in Delaware, but only if the...more
A claim for aiding and abetting a breach of fiduciary duty fails if a plaintiff cannot allege an underlying breach. In that circumstance there is no breach to aid and abet. Where a plaintiff sufficiently alleges a breach,...more
In re Anthem-Cigna Merger Litigation, C.A. No. 2017-0114- JTL (Del. Ch. August 31, 2020) -
This action arose out of a failed merger transaction involving the second and third largest health insurers in the United States,...more
In re Coty Inc. Stockholder Litigation, C.A. No. 2019-0336-AGB (Del. Ch. Aug. 17, 2020) -
JAB Holding Company S.à.r.l. and its affiliates (together “JAB”) completed a partial tender offer (the “Tender Offer”) for shares...more
Infomedia Group, Inc. v. Orange Health Solutions Inc., C.A. No. N19C-10-212 AML CCLD (Del. Super. Ct. July 31, 2020) -
This case is a strong reminder that Delaware will enforce anti-reliance clauses to bar claims for fraud...more
In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) -
This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a...more
Roundpoint Mortgage Servicing Corp. v. Freedom Mortgage Corp., C.A. No. 2020-0161-SG (Del. Ch. July 22, 2020) -
To establish an implied contractual obligation pursuant to the implied covenant of good faith and fair...more
Kruse v. Synapse Wireless, Inc., C.A. No. 12392-VCS (Del. Ch. July 14, 2020) -
This case illustrates how appraisal works outside of the public market context when a lack of data hinders a reliable valuation. Here,...more
GEA Sys. N. Am. LLC v. Golden State Foods Corp., C.A. No. N18C-11-242 EMD CCLD (Del. Super. Ct. June 8, 2020) -
This case illustrates the extent to which the economic loss doctrine bars tort claims arising out of the same...more
A plaintiff challenging a merger when a majority of the board approving the transaction is disinterested and independent and there is no controlling stockholder on both sides cannot state a cognizable claim of breach of...more
EnVen Energy Corp. v. Dunwoody, C.A. No. 2019-0579-KSJM (Del. Ch. May 28, 2020) -
This case illustrates Delaware’s approach in interpreting contractual forum selection provisions and in considering whether to stay a...more
Gilbert v. Perlman, C.A. No. 2018-0453-SG (Del. Ch. Apr. 29, 2020) -
Delaware law imposes fiduciary duties upon controlling stockholders who use their power to control the corporate machinery. For that reason, determining...more
Trials involving books and records requests have become more common since the Delaware Supreme Court encouraged stockholder plaintiffs to use the “tools at hand” to discover information necessary to establish demand futility...more
Acela Invs. LLC v. DiFalco, C.A. No. 2018-0558-AGB (Del. Ch. Apr. 27, 2020).
This case affirms that, absent an abuse of discretion, the Court of Chancery will defer to a sale agreement proffered and negotiated by a...more
Preston Hollow Capital LLC v. Nuveen LLC, C.A. No. 2019-0169-SG (Del. Ch. April 9, 2020).
This case illustrates the type of competitive conduct that will qualify as tortious interference with business relationships while...more
Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM (Del. Ch. Mar. 25, 2020).
Parties to LLC agreements often provide for buyout provisions upon specified events, such as when a member ceases to be an...more
United States v. Sanofi-Aventis U.S. LLC, No. 256, 2019 (Del. Mar. 17, 2020).
In this case, the Delaware Supreme Court answered three certified questions from the United States Third Circuit Court of Appeals concerning...more
Skye Mineral Investors, LLC v. DXS Capital (U.S.) Ltd., C.A. No. 2018-0059-JRS (Del. Ch. Feb. 24, 2020) (Slights, V.C.).
Where parties to an LLC agreement do not unambiguously disclaim fiduciary duties, then Delaware law...more
Burkhart v. Genworth Fin. Inc., C.A. No. 2018-0691-JRS (Del. Ch. Jan. 31, 2020).
This case illustrates not only that plaintiffs who have only unmatured and contingent claims against a transferor have standing to seek...more
In re Appraisal of Panera Bread Co., C.A. No. 2017-0593-MTZ (Del. Ch. Jan. 31, 2020).
JAB Holdings B.V. (“JAB”), a private company that also owns Einstein Bros., Caribou Coffee and Krispy Kreme, acquired Panera Bread...more
Mcelrath v. Kalanick, No. 181-2019 (Del. Jan. 13, 2020).
This case exemplifies the Delaware courts’ approach to examining demand futility. In 2016, Uber Technologies, Inc. (“Uber”) acquired Ottomotto LLC (“Otto”), a...more
In re: Essendant, Inc. Stockholder Litigation, C.A. No. 2018-0789-JRS (Del. Ch. Dec. 30, 2019).
When as here a Delaware corporation’s charter contains an exculpation provision under Section 102(b)(7) of the Delaware...more
A stockholder seeking the books and records of a Delaware corporation to investigate alleged management misconduct must establish a “credible suspicion.” Even where a stockholder meets that burden, it will only be entitled to...more
Laser Tone Business Systems LLC v. Delaware Micro-Computer LLC, C.A. No. 2017-0439-TMR (Del. Ch. Nov. 27, 2019).
In one of her final opinions before joining the Delaware Supreme Court, Vice Chancellor Montgomery-Reeves...more