Matthew Rifino

McCarter & English, LLP

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Defendants Fail to Defeat Fiduciary Duty Claim Based on the Unique Benefit Realized from the Sale

In Manti Holdings, LLC, et al. v. The Carlyle Group, Inc., et al., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery addressed fiduciary duty claims in the context of a conflicted controller...more

9/23/2022 / Board of Directors , Breach of Duty , Duty of Care , Fiduciary Duty , Investors , Shareholders

Delaware Law Updates: Ignoring Corporate Formalities Could Expose Board Of Directors’ Emails To Stockholders

Companies that do not follow corporate formalities and accepted bookkeeping practices may be more susceptible to an expansion of the types or forms of records they have to make available—namely email communications— to...more

2/6/2019 / Board of Directors , Books & Records , Corporate Counsel , Delaware General Corporation Law , Email , Section 220 Request , Shareholder Litigation , Shareholders

Delaware Law Updates – Anti-Reliance Provision In Merger Agreement Justifies Non-Payment Of Working Capital Deficiency

Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more

9/18/2017 / Financial Statements , Merger Agreements , Mergers , Misrepresentation , Shareholders

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