Sections 205 and 225 of the Delaware General Corporation Law facilitate prompt determinations of the validity of corporate actions. The former permits the Delaware Court of Chancery to validate defective corporate acts under…
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/ Business Organizations, Mergers & Acquisitions
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 merger…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
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 proposals…
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/ Civil Procedure, Commercial Law & Contracts
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’ data…
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/ Civil Procedure, Commercial Law & Contracts
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…
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/ Business Organizations, Mergers & Acquisitions, Securities Law
It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either…
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/ Business Organizations, Civil Procedure, Mergers & Acquisitions
What is the status of the Avon bankruptcy?
Avon Products Inc., a U.S.-based holding company that owns the Avon brand outside the United States, filed for Chapter 11 bankruptcy protection on August 14, 2024. The filing…
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/ Bankruptcy, Finance & Banking
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…
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/ Business Organizations, Civil Procedure, Mergers & Acquisitions
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…
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/ Business Organizations, Civil Procedure, Securities Law
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 dismiss…
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/ Business Organizations, Civil Procedure, Mergers & Acquisitions
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;…
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/ Business Organizations, Mergers & Acquisitions
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…
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/ Business Organizations, Mergers & Acquisitions
In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include approval by a well-functioning…
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/ Business Organizations, Mergers & Acquisitions, Securities Law
Our attorneys have seen firsthand the devastating impact that substandard care can have on nursing home residents and their families. If you or a loved one has suffered abuse or neglect in a nursing home in Delaware, Maryland,…
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/ Health, Personal Injury
Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) -
The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary…
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/ Commercial Law & Contracts, Labor & Employment Law
