Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024).
In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more
Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024) -
Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby 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
In re P3 Health Grp. Hldgs., LLC, C.A. No. 2021-0518-JTL (Del. Ch. Oct. 26, 2022) -
This recent decision addresses three points of interest relevant to fraud claims....more
In Re Carvana Co. S’holders Litig., C.A. No. 2020-0415-KSJM (Del. Ch. Aug. 31, 2022) -
In Delaware, parties may waive the requirement of personal jurisdiction either expressly or impliedly....more
Teamster Members Ret. Plan v. Randall S. Dearth et al., C.A. No. 2020-0807-MTZ (Del. Ch. May 31, 2022) -
Under the Supreme Court’s decision in Corwin and its progeny, a transaction approved by a fully informed, uncoerced...more
Qlarant, Inc. v. IP Commercialization Labs, LLC, C.A. No. 2021-0574-MTZ (Del. Ch. Jan. 25, 2022) -
Pursuant to an asset purchase agreement, the plaintiff buyer purchased assets from a seller and several of its affiliates....more
P.C. Connection, Inc. v. Synygy Ltd., C.A. No. 2020-0869-JTL (Del. Ch. Jan. 10, 2022) -
After entry of a default judgment for liability, but before entry of a judgment awarding relief, the Court of Chancery granted the...more
In re Mindbody, Inc., S’holder Litig., Cons. C.A. No. 2019-0442-KSJM (Del. Ch. Dec. 9, 2021) -
A desire for liquidity can result in a divergent interest sufficient to plead fiduciary duty claims against a defendant...more
Edward Deane, et al. v. Robert Maginn, Jr., C.A. No. 2017-0346-LWW (Del. Ch. Sept. 8, 2021) -
Delaware courts often grant a motion to stay discovery pending the resolution of a potentially case-dispositive motion to...more
AffiniPay, LLC, et al. v. West, C.A. No. 2021-0549-LWW (Del. Ch. Sept. 17, 2021) -
As a general matter, Delaware courts retain jurisdiction to determine substantive arbitrability – that is, whether claims are subject to...more
Kim v. Coupang, LLC, C.A. No. 2020-0772-JRS (Del. Ch. Aug. 19, 2021) -
If a court can rule on the affirmative defense of laches on the face of a complaint, it may grant a motion to dismiss. As this case illustrates,...more
Skye Mineral Investors, LLC v. DXS Capital (U.S.) Ltd., C.A. No. 2018-0059-JRS (Del. Ch. Jul. 15, 2021).
Delaware’s long-arm statute permits service of process on a foreign defendant by personal service, by mail with...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
In re Oracle Corp. Derv. Litig., C.A. No. 2017-0337-SG (Del. Ch. June 21, 2021) -
While Delaware maintains a notice pleading standard, this decision reflects that conclusory allegations of breach of fiduciary duty leveled...more
Obsidian Fin. Grp., LLC v. Identity Theft Guard Solutions, Inc., C.A. No: 2020-0485-JRS (Del. Ch. Apr. 22, 2021) -
Delaware is “more contractarian” than many other jurisdictions. Accordingly, as this case illustrates, a...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
Wunderlich v. B. Riley Fin., Inc. et al., C.A. No: 2020-0453-PAF (Del. Ch. Mar. 24, 2021) -
Delaware corporations may provide indemnification rights to their directors and officers either through the corporation’s...more
DG BF, LLC v. Ray, C.A. No. 2020-0459-MTZ (Del. Ch. Mar. 1, 2021) -
The Operating Agreement for an LLC involved in the cannabis industry provided for a five-member board of managers, with one Independent Manager appointed...more
Germaninvestments AG and Richard Herrling, individually and on behalf of AHMR GmbH v. Allomet Corporation and Yanchep LLC, C.A. No. 2018-0666-JRS (Del. Ch. Nov. 20, 2020) -
Under Court of Chancery Rule 12(b)(7), a...more
Stimwave Technologies Inc. v. Laura Tyler Perryman, C.A. No. 2019-1003-SG (Del. Ch. Nov. 17, 2020) -
Under Court of Chancery Rule 41(a), a Delaware plaintiff may voluntarily dismiss its own complaint without prejudice,...more
Moscowitz v. Theory Entertainment LLC, C.A. No. 2019-0780-MTZ (Del. Ch. Oct. 28, 2020) -
This case illustrates that the Court will enforce parties’ agreements even if they reflect a bad bargain for one party. Plaintiff...more
Sylebra Capital Partners Master Fund, LTD v. Perelman, et. al., C.A. No. 2019-0843-JRS (Del. Ch. Oct. 9, 2020) -
Defendant Scientific Games Corporation (the “Company”) is a gaming and lottery company that reincorporated in...more
Energy Transfer Equity, L.P. v. Twin City Fire Insurance Co., et al., C.A. No. N19C-11-009 EMD CCLD (Del. Super. Ct. Sept. 28, 2020) -
Plaintiffs-Insureds sought declaratory relief and damages for Defendants-Insurers...more
Pilot Air Freight, LLC v. Manna Freight Systems, Inc., C.A. No. 2019-0992-JRS (Del. Ch. Sept. 18, 2020) -
In a familiar fact pattern, an acquirer of a business brought suit against sellers claiming, inter alia, that the...more