Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024).
The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a...more
Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. May 28, 2024) -
Following the Court of Chancery’s post-trial opinion concerning Elon Musk’s compensation from Tesla (summarized here), Tesla submitted stockholder...more
Harper v. Sievert, C.A. No. 2022-0819-SG (Del. Ch. May 31, 2024).
A stockholder plaintiff brought derivative claims alleging that current and former directors of T-Mobile US, Inc. were liable for aggregating customers’...more
City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024).
The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) established a cleansing process for a...more
In re Columbia Pipeline Grp. Inc. Merger Litig., Consol. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024) -
In this post-trial decision, the Court addressed an acquirer’s responsibility for damages suffered by a stockholder...more
Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) -
In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a stockholder-plaintiff must...more
Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) -
In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to...more
The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance;...more
As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following...more
In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) -
This case dealt with the voluntary assignment for the benefit of creditors under 10 Del. C. § 7381, et seq....more
In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential conflicts between on the one...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) -
It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
6/21/2024
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Fiduciary Duty ,
Fraud ,
Merger Agreements ,
Mergers ,
Motion to Dismiss ,
Shareholder Litigation ,
Shareholders
Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024) -
In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as the prevailing parties....more
PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024) -
Under the “bad faith” exception to the American Rule, Delaware courts will consider shifting fees when aggressive...more
In re Oracle Corp. Deriv. Litig., Consol. C.A. No. 2017-0337-SG (Del. Ch. Feb. 7, 2024) -
Under the mootness rule, a stockholder plaintiff can be awarded attorneys’ fees when the plaintiff’s litigation efforts result in...more
Chordia v. Lee, C.A. No. 2023-0382-NAC (Del. Ch. Jan. 4, 2024) -
In this case, as part of a sale of a majority interest, a stockholder agreement granted the founders the ability to designate members to the board of...more
Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023) -
To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an...more
In re Fox Corp. Deriv. Litig., C.A. 2023-0418-JTL (Del. Ch. Dec. 29, 2023).
The newly amended Court of Chancery Rule 23.1 identifies factors for a court to consider when resolving a litigation leadership dispute. In this...more
Bocock v. Innovate Corp., C.A. No. 2021-0224-PAF (Del. Ch. Dec. 6, 2023) -
In this recent letter opinion, Vice Chancellor Fioravanti considered whether the plaintiffs’ failure to provide specific objections to discovery...more
Allen v. Harvey, C.A. No. 2022-0248-MTZ (Del. Ch. Oct. 30, 2023) -
Delaware cases provide guidance on the standard for evaluating the “corporate benefit” from supplemental disclosures in advance of a stockholder vote – and...more
Paragon Tech., Inc. v. Cryan, C.A. 2023-1013-LWW (Del. Ch. Nov. 30, 2023).
In Delaware, a preliminary injunction is granted “sparingly and only upon a persuasive showing that it is urgently necessary, that it will result...more
AECOM, et al. v. SCCI Nat’l Hldgs., Inc., C.A. No. 2022-0727-MTZ (Del. Ch. Sept. 27, 2023) -
Although the Court of Chancery frequently resolves contractual disputes, it grants contractual reformation only when...more
Hoffman v. First Wave BioPharma, Inc., C.A. No. 2023-0097-MTZ (Del. Ch. September 27, 2023) -
A company's board of directors suspected one of its members had leaked the company's financial information to a third party and...more
Gener8 LLC v. Castanon, 2022-0246-LWW (Del. Ch. Sept. 29, 2023) -
This dispute concerned a non-compete agreement that the plaintiffs alleged the defendant breached by establishing a competing business. The defendant denied...more
Joel Newman v. KKR Phorm Investors, L.P., et al. C.A. No. 2022-0310-NAC (Del. Ch. Aug. 31, 2023).
At the motion to dismiss stage, Delaware courts will consider the facts alleged in the complaint as well as the documents...more