In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, the Delaware Court of Chancery provided a valuable reminder to corporations and their directors and officers that a corporation cannot assert a privilege, such...more
It is well known that the Delaware General Corporation Law (DGCL) provides that a majority of the voting power of all stockholders entitled to vote is required for a Delaware corporation to take certain fundamental actions,...more
It is well established that corporate officers owe the same fiduciary duties as directors under Delaware law. However, the Delaware courts have not had occasion to consider every species of fiduciary duty claim against...more
Recently, the Delaware Court of Chancery issued a decision regarding restrictive covenant agreements that will likely have an immediate impact on the scope of restrictive covenants in private equity transactions. In the...more
In In re P3 Health Group Holdings, LLC, the Delaware Court of Chancery held that a principal of a private equity fund was subject to jurisdiction in Delaware for alleged actions he took on behalf of one of the private equity...more
Effective as of August 1, amendments to the Delaware General Corporation Law (DGCL) update the framework under which a company’s board of directors may delegate its authority to grant equity incentive awards....more
In a recent decision, the Ninth Circuit split with a Seventh Circuit decision on the enforceability of exclusive forum provisions contained in a Delaware corporation’s certificate of incorporation or bylaws as to derivative...more
In Totta v. CCSB Financial, the Court of Chancery invalidated a boards’ invocation of an anti-takeover provision in the corporation’s certificate of incorporation. It did so because the board invoked the provision to thwart...more
In a blog post released June 15, the Consumer Financial Protection Bureau (CFPB) continued to show its interest in credit reporting by Buy Now, Pay Later (BNPL) lenders. Recognizing the importance of credit reporting to...more
On May 26, preliminary approval was sought to resolve a proposed class action, pending in the U.S. District Court for the District of Minnesota, against background screening company Inflection Risk Solutions LLC (Inflection)....more
Troutman Pepper attorneys Chris Chuff and Taylor Bartholomew are well-versed in M&A transactions that involve Delaware law. In the second episode of this two-part series, Chris and Taylor discuss the rules of the road for...more
Last month’s Fortis Advisors LLC v. Johnson & Johnson decision by the Delaware Court of Chancery makes clear that extracontractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through...more
Troutman Pepper attorneys Chris Chuff and Taylor Bartholomew are well-versed in M&A transactions that involve Delaware law. In the first episode of this two-part series, Chris and Taylor discuss drafting considerations for...more
A recent post-trial decision from the Delaware Court of Chancery has become the latest authority in the debate over whether Delaware is or is not a “pro-sandbagging” jurisdiction. In Arwood v. AW Site Services, Vice...more
A recent decision by the Delaware Court of Chancery makes clear that extra-contractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through other contractual mechanisms, such as exclusive...more
In what represents a victory for private equity and venture capital investors, on Sept. 13, the Delaware Supreme Court issued a decision in Manti Holdings LLC v. Authentix Acquisition Co., confirming the enforceability of...more
In a previous alert, we discussed the Delaware Court of Chancery’s decision in In re Mindbody, Inc. Stockholders Litigation. In the decision, the court declined to dismiss breach of fiduciary duty claims against the chief...more
On June 30, Governor Carney signed into law certain amendments (Amendments) to the Delaware General Corporation Law (DGCL), the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Partnership Act...more
On September 13, the Delaware Supreme Court issued a decision in Manti Holdings LLC v. Authentix Acquisition Co., confirming the enforceability of appraisal waivers by private contract so long as the stockholders agreeing to...more
Whether a stockholder of a corporation or member of a limited liability company (LLC) is a controlling stockholder or member often has a significant impact on breach of fiduciary duty actions, including those arising out of...more
Who Needs to Know -
Boards of directors of Delaware corporations contemplating the adoption of a stockholder rights plan (a/k/a poison pill)....more
In Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc., the Delaware Court of Chancery held that plaintiff sellers were entitled to summary judgment on their claim that the buyer breached the parties’ purchase agreement by...more
In a recent decision, the Delaware Court of Chancery permitted a buyer to escape its obligation to acquire a target from a seller under the parties’ purchase agreement because the target had made extensive changes to its...more
In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more
10/6/2020
/ 10b5-1 Plans ,
Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CEOs ,
Corwin Doctrine ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Private Equity Firms
In Teamsters Local 443 Health Services & Insurance Plan v. Chou, the Delaware Court of Chancery held, at the pleading stage, that plaintiff stockholders had stated a claim for Caremark oversight liability against certain of...more
8/27/2020
/ Board of Directors ,
Caremark claim ,
Criminal Investigations ,
Delaware General Corporation Law ,
Department of Justice (DOJ) ,
Fiduciary Duty ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Oversight Duties ,
Personal Liability ,
Reasonable Doubt ,
Scienter ,
Shareholders ,
Subsidiaries