Shareholders, Summary Judgment, Shareholder Litigation

Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Farrell Fritz, P.C. on 1/13/2025

One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more

DE Supreme Court: No Class Vote Required Where Corporations With Multi-Class Capital Structure Adopted Exculpatory Charter...

Ballard Spahr LLP on 1/30/2024

Delaware’s Supreme Court unanimously rejected challenges by stockholders of two corporations who argued the respective companies invalidly adopted exculpatory charter provisions without giving each class of stock a separate...more

Chancery Court Rules Inequitable Conduct May Be Considered Within the Scope of a Section 225 Review

K&L Gates LLP on 4/2/2019

In Robert G. Brown v. Lorrence T. Kellar et. al, Civil Action No. 2018-0687-MTZ (Del. Ch. December 21, 2018), the Delaware Court of Chancery granted in part and denied in part a motion for summary judgment by the...more

Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour

Farrell Fritz, P.C. on 7/16/2018

When three gentlemen in their mid-eighties, one of whom is in a nursing home with failing health and onset dementia, are the key players in a disputed shareholder buy-out transaction, what are the odds they’ll all be around...more

Chris Lazarini Analyzes "Common and Usual Meaning" Interpretation of Insurance Contracts

Bass, Berry & Sims PLC on 3/6/2018

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which UBS Puerto Rico sought to overcome its insurance carriers' refusal to defend and provide coverage for two civil actions, settlements with the SEC and FINRA...more

Watch the Calendar When Considering Claims in Connection With a Family-Owned Business

Harris Beach Murtha PLLC on 2/14/2018

Shareholders of family-owned businesses sometimes assert claims of misconduct against their co-owner relatives. These claims can take the form of oral complaints or written claim letters. ...more

Eleventh Circuit Affirms Summary Judgment for Insurer Based on "Other Capacity" Exclusion

Carlton Fields on 7/1/2015

On June 22, the Eleventh Circuit affirmed the grant of summary judgment in favor of National Union Insurance Company of Pittsburgh, Pa., in an action where the insured sought $10 million in coverage under a D&O policy. The...more

Delaware Supreme Court Confirms The Path to Business Judgment Review In Controlling Stockholder Transactions

Bracewell LLP on 3/20/2014

On March 14, 2014, the Delaware Supreme Court issued its eagerly-awaited decision in Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. March 14, 2014). The Court affirmed the Chancery Court's holding (Strine, C.) that the...more

Delaware Supreme Court Confirms That Appropriate Procedural Safeguards Will Result In Business Judgment Review Of Going-Private...

Troutman Pepper on 3/17/2014

In a 2013 decision, the Delaware Court of Chancery ruled that the business judgment standard of review should apply to a going-private transaction where certain procedural safeguards were implemented to protect minority...more

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