News & Analysis as of

Derivatives DE Supreme Court

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - September 2024

Dechert LLP on

Highlight the Third Circuit’s adoption of the de novo standard of review in evaluating appeals of derivative litigation demand-futility decisions; Explore the Sixth Circuit’s recognition of the applicability of the...more

Proskauer Rose LLP

Conflict Between Delaware LLC Act and Bankruptcy Code Affects Creditor Toolbox

Proskauer Rose LLP on

As you know from our prior alerts, creditors of borrowers formed as Delaware LLCs (as opposed to corporations) lack standing under Delaware law to sue directors for breaching fiduciary duties even when, to the surprise of...more

Mintz - Bankruptcy & Restructuring Viewpoints

Delaware Bankruptcy Court Grants Derivative Standing to Creditors’ Committee to Sue Members and Officers of Delaware LLC

In early February, a Delaware bankruptcy judge set new precedent by granting a creditors’ committee derivative standing to pursue breach of fiduciary duty claims against a Delaware LLC’s members and officers. At least three...more

Ballard Spahr LLP

DE Supreme Court: Creditors’ Fraudulent Transfer Claims Are Direct, Not Derivative

Ballard Spahr LLP on

Delaware’s Supreme Court recently clarified the difference between derivative and direct claims in the context of a dispute over whether creditors’ fraudulent transfer claims were covered by insurance policies applicable to...more

King & Spalding

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

King & Spalding on

Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

Allen Matkins

A First Sighting Of Zuckerberg Decision In California

Allen Matkins on

Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more

Goodwin

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice

Goodwin on

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract;...more

Kramer Levin Naftalis & Frankel LLP

Delaware Supreme Court Allows Caremark Breach of Loyalty Claim To Go Forward

On June 18, in Marchand v. Barnhill, the Delaware Supreme Court reversed a ruling by the Delaware Court of Chancery in a shareholder derivative suit alleging a breach of the duty of loyalty. While the standard for a...more

Farrell Fritz, P.C.

Limited Partners Take a Licking in Two Delaware Supreme Court Decisions

Farrell Fritz, P.C. on

Notwithstanding the ascendency of the limited liability company, the Delaware limited partnership continues to serve as an important, tax-advantaged vehicle for certain capital-intensive ventures — especially in the energy...more

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