Scott Waxman on Fiduciary Duty

Important New Safe Harbors and Other Clarifying Changes to Delaware Corporate Law

The governor of the State of Delaware—consistent with his pledge to protect the “Delaware franchise”—recently signed into law amendments to Section 144 of the Delaware General Corporation Law (the DGCL) relating to certain...more

4/1/2025 / Board of Directors , Books & Records , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Disclosure Requirements , Fiduciary Duty , Safe Harbors , Shareholder Litigation , Shareholders

Chancery Court Dismisses Former LLC Member’s Claims for Alleged Amounts Owed and Breach by Former Co-Members

In Terry L. Menacker v. Overture, L.L.C., et al., C.A. No. 2019-0762-JTL (Del. Ch. Aug. 4, 2020), the Delaware Court of Chancery (the “Court”) considered a motion to dismiss claims by a former member of Overture L.L.C. (the...more

9/17/2020 / Breach of Duty , Buyouts , Fiduciary Duty , Limited Liability Company (LLC) , Operating Agreements , Transfer of Interest

Chancery Court Dismisses Plaintiff’s Claims against Three Former Members of the Board

In Jacob Hasher Hindlin v. Lukasz Gottwald et al., C.A. No. 2019-0586-JRS (Del. Ch. July 22, 2020), the Delaware Court of Chancery (the “Court”) dismissed Plaintiff’s claims against three former members of the board of...more

8/27/2020 / Breach of Duty , Contract Terms , Fiduciary Duty , Limited Liability Company (LLC)

Specific Language of Operating Agreements Key in Chancery Court Dismissal of “Laundry List” of Claims Against LLC Managers

In 77 Charters, Inc. v. Gould et al.., C.A. No. 2019-0127-JRS (Del. Ch. May 18, 2020), 77 Charters, Inc. (“Plaintiff”) brought suit against defendants Jonathan Gould (“Gould”), Stonemar MM Cookeville, LLC (“Stonemar MM”),...more

8/19/2020 / Breach of Duty , Dismissals , Fiduciary Duty , Limited Liability Company (LLC) , Operating Agreements , Partnerships

Delaware Court of Chancery Holds that Directors on a Special Committee are Interested in a Going-Private Merger when the Merger...

In Re AmTrust Financial Services, Inc. Stockholder Litigation, No. 2018-0396AGB (Del. Ch. 2020), George Karfunkel, Leah Karfunkel, and Barry Zyskind, the controlling stockholders of AmTrust Inc. (respectively, the...more

7/16/2020 / Breach of Duty , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

Chancery Court Finds Plaintiff’S Claims of Fraud, Breach of Fiduciary Duty, and Related Claims, Pass Muster under 12(B)(6)

In Simon Ogus v. SportTechie, Inc., memorandum opinion 200131, C.A. No. 2018-0869-AGB, the Delaware Court of Chancery (the “Court”), generally held that Simon Ogus (the “Plaintiff”), pled sufficiently claims for fraud, breach...more

4/22/2020 / Breach of Duty , Fiduciary Duty , Fraud

Chancery Court Dismisses Derivative Action Alleging Caremark Claims

In In re Lendingclub Corp. Derivative Litigation, C.A. No. 12984-VCM (Del. Ch. October 31, 2019), the Delaware Court of Chancery (the “Court”) granted the defendants’ motion to dismiss the plaintiffs’ consolidated...more

2/28/2020 / Board of Directors , Breach of Duty , Caremark claim , Derivative Suit , Fiduciary Duty

Chancery Court Allows Claims Due To Manager’s Allegiance To Particular Equity Holders Over The Company

In Klein and Cambridge Therapeutic Technologies, LLC, v. Wasserman et al., C.A. No. 2017-0643-KSJM (May 29, 2019), the Delaware Court of Chancery addressed claims of breach of fiduciary duties, tortious interference, and...more

11/6/2019 / Aiding and Abetting , Breach of Duty , Fiduciary Duty , Motion to Dismiss , Shareholders

Inspection Rights Are Not Granted For Fishing Expeditions

In David A. Hoeller v. Tempur Sealy International, Inc., C.A. No. 2018-0336-JRS (Del. Ch. February 12, 2019), the Delaware Court of Chancery denied a shareholder’s request to inspect the Company’s books and records, because...more

4/23/2019 / Books & Records , Breach of Duty , Fiduciary Duty , Section 220 Request , Shareholder Litigation , Shareholders

Delaware Court of Chancery Dismisses Derivative Suit in Limited Partnership Context for Failing to Make Demand or Show Demand...

In Inter-Marketing Group USA, Inc. v. Armstrong, the Delaware Court of Chancery dismissed a derivative suit brought on behalf of a Delaware limited partnership because the plaintiff failed to make demand or show that demand...more

4/23/2019 / Breach of Duty , Demand Futility , Derivative Suit , Directors , Fiduciary Duty , Limited Partnerships

In Rejecting Defendants’ Motion For Dismissal, Chancery Court Finds That Individual Fiduciary May Be Held Liable For Trades That...

In the consolidated stockholder derivative litigation, In re Fitbit, Inc., CA No. 2017-0402-JRS (Del. Ch. Dec. 14, 2018), the Delaware Court of Chancery denied the Defendants’ motion to dismiss Plaintiffs’ insider trading and...more

4/10/2019 / Board of Directors , Breach of Duty , Derivative Suit , Fiduciary Duty , Insider Trading , Motion to Dismiss , Shareholder Litigation

Chancery Court Grants Defendant’s Motion On The Pleadings Where Named Defendants Did Not Owe Any Of The Contractual Or Fiduciary...

In Ross v. Institutional Longevity Assets LLC, C.A. No. 2017-0186-TMR (Del. Ch. Feb. 26, 2019), the Chancery Court, in a motion for judgement on the pleadings, found that the plain language of a limited liability company’s...more

4/2/2019 / Breach of Contract , Breach of Duty , Fiduciary Duty , Limited Liability Company (LLC) , Operating Agreements

Ninth Circuit Opinion May Open Litigation Doors Most Thought Closed

A recent Ninth Circuit Court of Appeals opinion charts potential new pathways for claims for damages resulting from portfolio losses by mutual fund shareholders against both a fund’s trustees and its investment adviser....more

3/20/2015 / Breach of Contract , Breach of Duty , Fiduciary Duty , Investment Adviser , Shareholders , Third-Party Beneficiaries , Trustees

Scott Waxman

K&L Gates LLP

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