In In re Edgio Stockholders Litigation, No. 2022-0624-MTZ (Del. Ch. May 1, 2023) the Delaware Court of Chancery, in denying a motion to dismiss, evaluated a stockholder action to enjoin a transaction in light of one party’s...more
M&A and shareholder litigation is off to a busy start in 2023, with Delaware courts issuing several interesting opinions. The Delaware Supreme Court reversed a Delaware Court of Chancery decision, finding that the “maximum...more
Court of Chancery holds that Corwin cleansing does not apply to claims seeking to enjoin entrenching actions subject to enhanced scrutiny review under Unocal. The Court found that Plaintiffs successfully pled facts...more
Chancery Court Provides Additional Guidance on Disclosure Requirements for Corwin Analysis - One of the most significant decisions of the Delaware Chancery Court in the last 15 years was the court’s ruling in Corwin v....more
With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January...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
Ryan v. Buckeye Partners L.P. et al., C.A. No. 2021-0432-JRS (Del. Ch. Feb. 9, 2021) - Delaware is a notice pleading jurisdiction. But, even under this forgiving standard, the Court of Chancery Rule 8 still requires that...more
Galindo v. Stover, C.A. No. 2021-0031-SG (Del. Ch. Jan. 26, 2022) - If a majority of fully informed, uncoerced, disinterested stockholders vote to approve a merger not involving a conflicted controlling stockholder, then...more
Delaware Chancery Court Dismisses Derivative Claim for Failure to Show Demand Futility; Federal Illegality of Marijuana Industry Bars Relief for Numerous Investor Claims; LIBOR Convictions of Former Deutsche Bank Traders...more
Takeaways - The Delaware Supreme Court simplified the pleadings-stage test applied to derivative suits where no demand has first been made on the board. Disputes about stockholder books-and-records requests focus...more
Kihm v. Mott, C.A. No. 2020-0938-MTZ (Del. Ch. Aug. 31, 2021) - Under the Corwin doctrine, a fully informed and uncoerced approval of a board decision by the corporation’s disinterested stockholders can downgrade an...more
In a 200+ page decision, the Court of Chancery in In re Pattern Energy Group Inc. Stockholders Litigation, (C.A. No. 2020-0357-MTZ (Del. Ch. May 6, 2021)) declined to dismiss putative shareholder class claims for breach of...more
In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that the plaintiff had stated a claim against the director defendants for breach...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
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more
In the context of an M&A transaction, practitioners are routinely left to navigate the various standards of review that are applied by the Delaware courts to evaluate whether a Delaware corporation’s directors have complied...more
The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more
A February 27, 2020 Delaware Court of Chancery opinion highlights the paths that a majority-conflicted board of directors can travel to reach business judgment deference. ...more
Garfield v. BlackRock Mortgage Ventures, LLC, C.A. No. 2018-0917-KSJM (Del. Ch. Dec. 20, 2019). Under Delaware law, when a controlling stockholder benefits personally from the transaction in a manner not shared by minority...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
Following Corwin v. KKR Financial Holdings and other Delaware cases that have reinforced the standards that stockholder suits must meet to survive dismissal, would-be litigants have increasingly invoked Section 220 of the...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
In In re Towers Watson & Co. Stockholders Litigation, 2019 WL 3334521 (Del. Ch. July 25, 2019), the Delaware Court of Chancery applied the business judgment rule to dismiss a stockholder suit challenging the $18 billion...more