Amerimark Interactive LLC v. Amerimark Holdings, C.A. No. N21C-12-175 MMJ CCLD (Del. Super. Nov. 3, 2022) -
This decision discusses and applies numerous rules governing fraud claims under Delaware law....more
In re GGP, Inc. Stockholder Litig., C.A. No. 2018-0267 (Del. July 19, 2022) -
Here, the defendants organized a merger so that a large majority of the total value of the merger would be granted as a pre-closing dividend to...more
Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) -
When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more
Huret v. Mondobrain, Inc., C.A. No. 2021-0208-SG (Del. Ch. Apr. 27, 2022) -
Under Section 145(c) of the DGCL, a director that has been successful on the merits or otherwise in defending a covered proceeding is entitled to...more
In re Straight Path Communications Inc. Consol. Stockholder Litig., C.A. No. 2017-0486-SG (Del. Ch. Feb. 17, 2022) -
This summary judgment decision arose out of a transaction involving the company Straight Path....more
Terrell v. Kiromic Biopharma, Inc., C. A. No. 2021-0248-MTZ (Del. Ch. Jan. 20, 2022) -
When an alternative dispute resolution (“ADR”) provision is an arbitration provision, presumptively the Court may consider the scope of...more
Knott Partners L.P. v. Telepathy Labs, Inc., C.A. No. 2021-0583-SG (Del. Ch. Nov. 23, 2021) -
To seek corporate records under section 220 of the DGCL, the plaintiff must demonstrate that it is a stockholder. Generally, a...more
Drachman v. Cukier, C.A. No. 2019-0728-LWW (Del. Ch. Oct. 29, 2021) -
To survive a motion to dismiss in the demand refusal context, the plaintiff must allege facts that create a reasonable doubt that the board’s decision...more
Pacira Biosciences, Inc. v. Fortis Advisors LLC, C.A. No. 2020-0694-PAF (Del. Ch. Oct. 25, 2021) -
There generally cannot be a claim under the implied covenant of good faith and fair dealing for conduct that is addressed...more
Genworth Fin., Inc. Consol. Deriv. Litig., C.A. No. 11901-VCS (Del. Ch. Sept. 29, 2021) -
In a demand futility analysis, Delaware courts have traditionally applied the Rales and Aronson decisions. However, the Delaware...more
Ligos v. Isramco, Inc., C.A. No. 2020-0435-SG (Del. Ch. Aug. 31, 2021) -
Under MFW, a conflicted controller transaction may get the benefit of business judgment review when conditioned on two procedural protections...more
The Harmon 1999 Descendants’ Trust v. CGH Investment Management, LLC, C.A. No. 2021-0407-KSJM (Sept. 21, 2021) -
Generally, absent unusual circumstances, claims for advancement will not be stayed or dismissed in favor of...more
Teamsters Local 237 Additional Security Benefit Fund v. Caruso, C.A. No. 2020-0620-PAF (Del. Ch. Aug. 31, 2021) -
Under Revlon, a director must focus on obtaining a transaction that provides the maximum value for...more
Fla. Chem. Co., LLC v. Flotek Indus., Inc., C.A. No. 2021-0288-JTL (Del. Ch. Aug. 17, 2021).
Under Delaware law, a forum selection clause may be enforceable against a non-signatory if the non-signatory has a significantly...more
In re Dissolution of Jeffco Management, LLC, C.A. No. 2018-0027-PAF (Del. Ch. Aug. 16, 2021) -
When the Court of Chancery appoints a receiver to effectuate a company’s dissolution, certain determinations are subject to de...more
Diep v. Sather, C.A. No. 12760-CM (Del. Ch. July 30, 2021) -
Under Zapata, when analyzing a motion to dismiss by a special litigation committee, the court evaluates whether the committee was independent, acted in good...more
Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) -
The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more
Endowment Research Grp., LLC v. Wildcat Venture Partners, LLC, C.A. No. 2019-0627-KSJM (Del. Ch. Mar. 5, 2021) -
The Court of Chancery may have subject matter jurisdiction if one or more of plaintiff’s claims are equitable...more
Jacob v. Bloom Energy Corp., C.A. No. 2020-0023-JRS (Del. Ch. Feb. 25, 2021) -
In a post-trial opinion in this books-and-records action pursuant to 8 Del. C. § 220, the Court of Chancery granted a stockholder’s demand to...more
Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021) -
A corporate charter represents a contractual agreement between the corporation and its stockholders. In Lacey, the Court of Chancery addressed...more
Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021) -
In a dispute over the validity of the dissolution of a limited liability company, the Court of Chancery held in a post-trial opinion that a deadlock...more