Navigating Civil Standing Requirements for Defense Success — RICO Report Podcast
Episode 322 -- Checking in on Caremark Cases
Bar Exam Toolbox Podcast Episode 208: Listen and Learn -- Motions to Dismiss a Case
Podcast: The Briefing by the IP Law Blog - The Yonays Take the First Sortie in Copyright Fight With Paramount Over Top Gun Maverick
The Briefing by the IP Law Blog: The Yonays Take the First Sortie in Copyright Fight With Paramount Over Top Gun Maverick
The Briefing by the IP Law Blog: Paramount is Ready to Dogfight in Top Gun Maverick Copyright Lawsuit
Podcast: The Briefing by the IP Law Blog - Paramount is Ready to Dogfight in Top Gun Maverick Copyright Lawsuit
Podcast: The Briefing by the IP Law Blog - Cookie Co’s Motion to Dismiss Trademark Lawsuit by Restaurant Crumbles
The Briefing by the IP Law Blog: Cookie Co’s Motion to Dismiss Trademark Lawsuit by Restaurant Crumbles
Second Circuit Decision Potentially Broadens RICO Proximate Cause Element - RICO Report Podcast
Anatomy of a Successful Motion to Dismiss in RICO Case
A Discussion on the Kollaritsch v. Michigan State University Board of Trustees Decision
I-16 – Kneeling, Indefinite Leave, DC Updates, Non-Compete Consideration, and Pretty as a Protected Class
Case Involving Burger King Employee Spitting in Officer’s Burger Goes Before WA Supreme Court
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
Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more
In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more
Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023) - Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of...more
On April 26, 2023, the U.S. Bankruptcy Court for the District of Delaware denied in part and granted in part motions to dismiss a chapter 7 trustee’s breach of fiduciary duty and aiding and abetting claims. The defendants...more
On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) - When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more
Huret v. Mondobrain, Inc., C.A. No. 2021-0208-SG (Del. Ch. Apr. 27, 2022) - Under Section 145(c) of the DGCL, a director that has been successful on the merits or otherwise in defending a covered proceeding is entitled to...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
Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...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
SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more
A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more
Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021) - A corporate charter represents a contractual agreement between the corporation and its stockholders. In Lacey, the Court of Chancery addressed...more
In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020) - This decision addresses a matter of first impression arising out of a dispute pitting two special committees of the same company, WeCompany...more
A recent decision by Judge Jed Rakoff of the Southern District of New York highlights the risks faced by directors and officers of companies in financial distress who fail to undertake properly their duties to the company and...more
In 2019, the Delaware Supreme Court issued Marchand v. Barnhill, which was soon followed by the Court of Chancery’s opinion in In re Clovis Oncology Derivative Litigation. Both rulings sustained derivative claims for breach...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
In Roels v. Valkenaar, a shareholder filed a shareholder derivative suit against former and current officers and directors of the company based on multiple claims of breach of fiduciary duty. No. 03-19-00502-CV, 2020 Tex....more
On April 27, 2020, the Delaware Court of Chancery for the third time in a year denied a motion to dismiss a Caremark claim. The case, Hughes v. Hu, involves a derivative claim against the audit committee and officers of a...more
Rule 23.1 of the Delaware Court of Chancery Rules requires a plaintiff asserting a shareholder derivative action to plead “with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff...more
Chatham Asset Mgmt., LLC v. Papanier, C.A. No. 2017-0088-AGB (Del. Ch. Jan. 13, 2020). The directors of a Delaware corporation that makes a self-tender offer must disclose all material facts. A fact is material if there is...more
Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more