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Motion to Dismiss › Mergers › Derivative Suit

Cooley LLP

In Rare Dismissal of Up-C Reorganization Case, Chancery Court Holds That Claim Is Derivative, Not Direct 

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On April 10, 2025, the Delaware Court of Chancery granted a motion to dismiss in a breach of fiduciary duty action arising from BGC’s conversion from an Up-C corporation to a traditional full C corporation. While multiple...more

Morris James LLP

Dilution Claim in Which a Controller Received Additional Shares in Exchange for Its Interests, Was Exclusively Derivative

Morris James LLP on

Gentile v. Rossette, 906 A.2d 91, 100 (Del. 2006), held that dilution claims involving a controller can be both derivative and direct. In Gentile, the Delaware Supreme Court found that dilution claims, challenging a...more

A&O Shearman

District Of Arizona Grants Motion To Dismiss Shareholder Derivative Suit Against Residential Property Dealer In Connection With...

A&O Shearman on

On August 14, 2024, Judge Michael T. Liburdi of the United States District Court for the District of Arizona granted with leave to amend a motion to dismiss a shareholder derivative suit brought in the name of the company, a...more

Morris James LLP

Chancery Denies Motion to Dismiss Finding Primedia Argument Inapplicable

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In Re Orbit/FR, Inc. Stockholders Litig., C.A. No. 2018-0340-SG (Del. Ch. January 9, 2023) - In In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013), the Court examined whether a litigation asset being...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Goodwin on

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Skadden, Arps, Slate, Meagher & Flom LLP on

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

McCarter & English, LLP

Delaware Law Updates - Delaware Court Of Chancery Upholds Continuous Ownership Rule In Dismissing Derivative Claims Of...

McCarter & English, LLP on

In re Massey Energy Co. Deriv. & Class Action Litig., C.A. No. 5430-CB (Del. Ch. May 4, 2017), Bouchard, C. – The Delaware Court of Chancery granted the defendants’ motion to dismiss the complaint based on the continuous...more

Morris James LLP

Court Of Chancery Explains When Prior Dismissal Does Not Preclude Another Derivative Case

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This is an important decision because it explains when a prior dismissal of a derivative complaint does not preclude a second complaint alleging a wrong close to that alleged in the dismissed case. It distinguishes a...more

McCarter & English, LLP

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

McCarter & English, LLP on

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

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