Tyler O'Connell at Morris James LLP

Chancery Invokes Delaware Policy Against Buying Derivative Standing and Unclean Hands Doctrine Before Addressing Merits of Alleged...

Solak v. Daniels, C.A. No. 2024-0857-MTZ (Del. Ch. July 11, 2025) - The Court of Chancery converted the parties’ cross motions for judgment on the pleadings into motions for summary judgment to consider whether the...more

12/11/2025 / Corporate Governance , Corporate Misconduct , Delaware , Derivative Suit , Discovery , Shareholder Litigation , Shareholders , Stays , Summary Judgment , Unclean Hands

Chancery Dismisses Claims for Twitter Stockholder’s Trading Loss Arising from Musk’s Public Statements

Khalid v. Musk, C.A. No. 2024-0443-KSJM (Del. Ch. July 18, 2025) - The plaintiff acquired Twitter stock following Elon Musk’s announcement that he agreed to acquire the company. The plaintiff then sold the stock at a loss...more

12/11/2025 / Acquisitions , Breach of Contract , Contract Disputes , Elon Musk , Fiduciary Duty , Merger Agreements , Mergers , Securities and Exchange Commission (SEC) , Securities Litigation , Shareholder Litigation , Twitter , Unjust Enrichment

Company’s Shifting Positions on Data Server at Center of Books and Records Action Lead to Bad Faith Sanctions

Magna-D Glob. Healthcare No. 1 Private Equity Fund v. CoImmune, Inc., C.A. No. 2024-0456-SEM (Del. Ch. June 3, 2025) (report granting fee-shifting) - Magna-D Global Healthcare No. 1 Private Equity Fund v. Coimmune, Inc.,...more

12/8/2025 / Bad Faith , Books & Records , Delaware , Delaware General Corporation Law , Discovery Disputes , Document Productions , Electronically Stored Information , Fee-Shifting , Motion for Sanctions , Sanctions

Chancery Holds Integration Clause Bars Fraudulent Inducement Claim Based on Extra-Contractual Statements

Park7 Student Housing, LLC v. PR III/Park7 SH Holdings, LLC, C.A. No. 2025-0167-MTZ (Del. Ch. June 20, 2025) - Integration clauses provide that a contract is the complete and final agreement between the parties and...more

12/8/2025 / Contract Interpretation , Contract Terms , Delaware , Fraudulent Inducement , Integration Clauses , Limited Liability Company (LLC) , Motion to Dismiss , Purchase Agreement

Court of Chancery Dismisses Claims for Breach of Fiduciary Duty Due to Release

Jhaveri v. K1 Inv. Mgmt. LLC, C.A. No. 2024-0410-LWW (Del. Ch. June 27, 2025) - In this decision, the plaintiff was a co-founder and stockholder of a company that was acquired. At the time of acquisition, the plaintiff...more

12/8/2025 / Acquisitions , Business Litigation , Contract Interpretation , Delaware , Fiduciary Duty , Fraudulent Inducement , Merger Agreements , Motion to Dismiss , Releases

Chancery Dismisses Action Challenging Real Estate Investment Fund’s Capital Call

Schulz Grp. GmbH v. Jamestown Premier Property Fund, L.P., C.A. No. 2024-0943-LWW (Del. Ch. June 17, 2025) - An investor committed $10 million to a commercial real estate development fund, acquiring partnership units in...more

12/3/2025 / Breach of Contract , Business Litigation , Capital Calls , Delaware , Fiduciary Duty , Investment Funds , Motion to Dismiss , Partnership Agreements , Real Estate Development

Chancery Holds that Plaintiffs Asserted Non-Exculpated Disclosure Claims Because it was Reasonably Conceivable that Defendants...

Sarasota Firefighters’ Pension Fund v. Inovalon Hldgs. Inc., C.A. No. 2022-0698-KSJM (Del. Ch. June 10, 2025) - In this decision dealing with a motion to dismiss following a remand from an appeal, the Court of Chancery...more

10/24/2025 / Acquisitions , Bad Faith , Board of Directors , Corporate Governance , Delaware , Disclosure Requirements , Fiduciary Duty , Motion to Dismiss , Proxy Statements , Shareholder Litigation

Chancery Grants Sanctions for Texts Deleted after Litigation Hold Notice

Infab Holdco, Inc. v. Cusick, 2022-0050-KSJM (Del. Ch. Jun. 9, 2025). In Delaware, the duty to preserve documents includes not just issuing a litigation hold but also complying with the hold’s requirements, including by...more

10/24/2025 / Discovery , Discovery Disputes , Document Retention Policies , Electronically Stored Information , Information Governance , Litigation Hold , Motion for Sanctions , Sanctions , Spoliation , Text Messages

Chancery Finds that a Majority Stockholder’s Exercise of Redemption and Call Rights Was Not Entirely Fair

Ban v. Manheim, C.A. No. 2022-0768-JTL (Del. Ch. May 19, 2025) - In this post-trial decision, the Court of Chancery held that a controlling stockholder’s exercise of redemption and call rights that eliminated a minority...more

10/9/2025 / Bylaws , Controlling Stockholders , Corporate Governance , Corporate Misconduct , Delaware General Corporation Law , Entire Fairness Standard , Fiduciary Duty , Minority Shareholders , Redemption Agreement , Shareholder Litigation

Court of Chancery Reasons that Using Generative Artificial Intelligence Requires Proper Oversight and Confirmation

An v. Archblock, Inc., C.A. No. 2024-0102-LWW (Del. Ch. Apr. 4, 2025) - The Delaware Court of Chancery found that the authority cited in a pro se litigant’s motion to compel discovery was incorrect and apparently prepared...more

9/16/2025 / Artificial Intelligence , Citations , Delaware , Discovery , Draft Documents , Drafting Attorney , e-Discovery , Law & Motion Hearings , Legal Ethics , Legal Technology , Litigation Strategies , Misrepresentation , Motion to Compel , Pro Se Litigants , Risk Management

Chancery Finds that Class Representative Sought Excessive Incentive Award, Grants Reduced Award

In re Santander Consumer USA Hldgs. Inc. S’holders’ Litig., C.A. No. 2022-0689-LWW (Del. Ch. Mar. 31, 2025) - This class action challenged the fairness of a buyout. The case settled on the eve of trial after years of...more

9/11/2025 / Acquisitions , Attorney's Fees , Class Action , Delaware , Settlement , Shareholder Litigation

Delaware Court of Chancery Refuses to Certify Interlocutory Appeal When Case Is on the Verge of Final Judgment

In re Sears Hometown and Outlet Stores, Inc. S’holder Litig., Consol. C.A. No. 2019-0798-JTL (Del. Ch. Mar. 21, 2025) After the Court awarded damages post-trial of $.87 per share to stockholders whom the Court found had been...more

8/26/2025 / Appellate Courts , Business Litigation , Class Action , Damages , Delaware , Final Judgment , Interlocutory Appeals , Mergers , Settlement , Shareholder Litigation

Chancery Holds Plaintiff Failed to Allege Stockholder Vote was not Fully Informed Notwithstanding Investigation and Resignation of...

Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more

8/22/2025 / Board of Directors , Business Judgment Rule , Corporate Governance , Delaware , Disclosure Requirements , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholder Votes

Chancery Holds Acquirer Cannot Offset Cost Savings from Failure to Enter Settlement Agreement Against Indemnification Damages

ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...more

8/21/2025 / Acquisition Agreements , Acquisitions , Breach of Contract , Business Litigation , Contract Disputes , Contract Terms , Damages , Delaware , Liability , Mergers

Court of Chancery Finds Employee’s Restrictive Covenants Unenforceable for Lack of Consideration

N. Am. Fire Ultimate Holdings, LP v. Doorly, C.A. No. 2024-0023-KSJM (Del. Ch. Mar. 7, 2025) - A contract requires consideration to be enforceable. In this case, the Court of Chancery held restrictive covenants were...more

8/21/2025 / Breach of Contract , Contract Disputes , Contract Terms , Employment Contract , Employment Litigation , Former Employee , Non-Compete Agreements , Restrictive Covenants , Termination , Unenforceable Contract Terms

Chancery Enforces Liability Waiver Provision in Limited Partnership Agreement, Dismisses Claims Against Limited Partners

AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more

7/21/2025 / Breach of Contract , Buyers , Contract Terms , Corporate Governance , Delaware , Liability , Limited Partnership Agreements , Limited Partnerships , Motion to Dismiss , Partnerships , Sellers

Chancery Finds Plaintiffs Did Not Plead Demand Futility in a Derivative Suit Challenging a Controlling Stockholder’s Equity Grant

In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more

7/21/2025 / Board of Directors , Controlling Stockholders , Corporate Governance , Delaware , Demand Futility , Dismissals , Equity Compensation , Motion to Dismiss , Securities Litigation , Shareholder Litigation

Delaware Supreme Court Applies Business Judgment Rule, Dismisses Stockholder Claims Arising from TripAdvisor’s Nevada...

On an interlocutory appeal from a decision denying a motion to dismiss, the Delaware Supreme Court reversed, holding that stockholder challenges to TripAdvisor’s decision to reincorporate in Nevada were governed by the...more

6/25/2025 / Appeals , Board of Directors , Business Judgment Rule , Corporate Governance , Delaware , Fiduciary Duty , Mergers , Motion to Dismiss , Publicly-Traded Companies , Shareholder Litigation

Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

Terrell v. Kiromic Biopharma, Inc., No. 131, 2024 (Del. Jan. 21, 2025) - In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of...more

6/11/2025 / Ambiguous , Appeals , Contract Disputes , Contract Interpretation , Delaware , Shareholder Litigation , Statutory Interpretation , Stock Options , Waivers

Court of Chancery Holds that Stockholder is Not a Controller When Plaintiff Fails to Allege Specific Facts Regarding its Alleged...

Turnbull v. Klein, C.A. No. 2023-1125-BWD (Del. Ch. Jan. 31, 2025) - One way a plaintiff can rebut the business judgment rule is by pleading a conflicted controller transaction....more

6/10/2025 / Business Judgment Rule , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Mergers , Motion to Dismiss , Shareholder Litigation , Shareholders

Delaware Court of Chancery Refuses After Trial to Impose Liability on Parent of Wholly Owned Subsidiary

NuVasive, Inc. v. Miles, C.A. No. 2017-0720-SG (Del. Ch. Jan. 31, 2025) - In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained...more

6/10/2025 / Business Litigation , Business Ownership , Corporate Entities , Delaware , Fiduciary Duty , Motion to Dismiss , Parent Corporation , Piercing the Corporate Veil , Shareholder Litigation , Subsidiaries

Delaware Supreme Court Clarifies Enforcement of Forfeiture-for-Competition Provisions

LKQ Corp. v. Rutledge, C.A. No. 110, 2024 (Del. Dec. 18, 2024) - In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit...more

5/22/2025 / Appeals , Business Entities , Contract Terms , Delaware , Employee Benefits , Employee Rights , Employment Litigation , Forfeiture , Non-Compete Agreements , Restrictive Covenants

Chancery Holds that the Majority-of-the-Votes-Cast Voting Standard Applies to Charter Amendment to Increase the Number of...

Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) - After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more

5/22/2025 / Business Litigation , Charter Amendments , Corporate Governance , Delaware , Delaware General Corporation Law , Proxy Statements , Shareholder Litigation , Shareholders , Voting Rights

Chancery Allows a Claim for Contract Reformation to Proceed Based on Alleged Mutual Mistake

Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) - In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled...more

5/2/2025 / Business Litigation , Contract Disputes , Contract Interpretation , Delaware , Equity , Motion to Dismiss

Court of Chancery Applies the American Rule and Denies Attorneys’ Fees Despite Fiduciary Breach

In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) - The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more

4/25/2025 / Breach of Duty , Business Litigation , Controlling Stockholders , Corporate Governance , Damages , Delaware , Fiduciary Duty , Mergers , Shareholder Litigation

Tyler O'Connell

Morris James LLP

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