176 results for 'court:"Delaware Chancery Court"'.
Vice Chancellor Glasscock finds that the buyer of a pharmaceutical company possessing a single antibody asset did not breach the purchase agreement by failing to develop the antibody to treat esophageal inflammation because the decision was entirely within the buyer's discretion, and pursuing development was not commercially reasonable.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: April 30, 2024, Case #: 2018-0075-SG, Categories: Contract
Vice Chancellor Laster dismisses shareholder claims contending that Meta directors, officers, and controllers breached fiduciary duties by managing the company in a firm-specific manner at the expense of the economy as a whole because directors of Delaware corporations owe only firm-specific fiduciary duties.
Court: Delaware Chancery Court, Judge: Laster, Filed On: April 30, 2024, Case #: 2022-0890-JTL, Categories: Fiduciary Duty
Chancellor McCormick rules that a series of transactions concerning the ownership percentage of interest in a Congolese palm oil production business do not pass the entire fairness standard for fair process and price, and thus investment funds prevail in breach of fiduciary and related claims.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: April 30, 2024, Case #: 2021-0323-KSJM, Categories: Fiduciary Duty
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Vice Chancellor Zurn declines to dismiss certain claims associated with $344 million paid to the founders of a partnership and other insiders for the loss of tax benefits in the partnership's conversion to a corporation because safe harbors in the partnership agreement are available, and the shareholder successfully pleads that defendants lacked leverage to extract payment for such.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: April 24, 2024, Case #: 2022-0664-MTZ, Categories: Corporations, Tax, Partnerships
Vice Chancellor Glasscock declines to dismiss contract claims stemming from a conversion agreement in which shares held by plaintiffs had been diluted because it was reasonably conceivable that plaintiffs had been promised equal shares would be maintained during the company's conversion into a Delaware entity. However, fraud claims should be dismissed for failure to plead the time and place that the representations had been made, and the fiduciary duty claim constitutes improper bootstrapping from the breach of contract claim.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: April 22, 2024, Case #: 2022-0665-SG, Categories: Fraud, Fiduciary Duty, Contract
Vice Chancellor Cook grants an investment fund access to books and records in the possession of its former management company, including communications with law firms concerning the fund, because the management agreement is nearly all-encompassing in relation to access.
Court: Delaware Chancery Court, Judge: Cook, Filed On: April 17, 2024, Case #: 2023-1099-NAC, Categories: Discovery, Contract
Chancellor McCormick grants a partner in an investment fund compound interest on carried interest principal that had been withheld based on the suspicion that he was in breach of non-compete provisions contained in LLC agreements governing rights to carried interest. The court has discretion to do so when the parties are financially sophisticated and capable of earning at least the equivalent of compound interest on the principal.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: April 17, 2024, Case #: 2021-0262-KSJM, Categories: Contract
Chancellor McCormick dismisses shareholder derivative claims contending JPMorgan Chase board members breached fiduciary duties by failing to address fraud on electronic money transfer platform Zelle because the shareholder's red-flag "Caremark" claim neither raises cogent allegations nor presents supporting inferences of liability.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: April 16, 2024, Case #: 2023-0522-KSJM, Categories: Fiduciary Duty
Vice Chancellor Will grants an employee summary judgment in claims seeking to invalidate his removal as manager of several LLCs because certain term sheet payments were not made to him before removal, and he cannot be removed as manager while he remains an employee.
Court: Delaware Chancery Court, Judge: Will, Filed On: April 12, 2024, Case #: 2023-0948-LWW, Categories: Employment, Contract
Vice Chancellor Will declines to allow Philip Morris to intervene to bring unjust enrichment claims contending that ITG Brands' failure to join the 1998 Florida tobacco settlement resulted in Reynolds American making reduced payments to the state and increased Philip Morris' allocation by that same amount. Philip Morris should have sought intervention at least a year before, and allowing intervention would be disruptive now that the action is at the cusp of trial.
Court: Delaware Chancery Court, Judge: Will, Filed On: April 1, 2024, Case #: 2017-0129-LWW, Categories: Civil Procedure, Settlements
Magistrate David dismisses malicious prosecution claims brought against a credit card company that obtained judgment for failure to pay debt because the fourth element for malicious prosecution was not present since the judgment went against plaintiff.
Court: Delaware Chancery Court, Judge: David, Filed On: April 1, 2024, Case #: 2023-0536-BWD, Categories: Malicious Prosecution
Vice Chancellor Will grants judgment on the pleadings to shareholders seeking to compel a corporation to hold an annual shareholder meeting because the purported written consent was not effective due to the failure to vacate all directorships before they were filled by "unanimous consent."
Court: Delaware Chancery Court, Judge: Will, Filed On: March 27, 2024, Case #: 2023-1044-LWW, Categories: Elections
Chancellor McCormick dismisses shareholder derivative claims challenging a 2020 direct offering by alleging that controlling stockholders of the online auto seller enriched themselves by acquiring shares at a depressed price. The special litigation committee formed to investigate the accusations found no wrongdoing, and the court accepts that determination under "Zapata Corporation v. Maldonado."
Court: Delaware Chancery Court, Judge: McCormick, Filed On: March 27, 2024, Case #: 2020-0415-KSJM, Categories: Fiduciary Duty
Vice Chancellor Fioravanti dismisses a derivative action on grounds that shareholders failed to make a pre-suit demand on the corporate board, then failed to demonstrate that demand had been excused as futile since half of the board was unable to consider such under the "Zuckerberg" test.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: March 27, 2024, Case #: 2022-0261-PAF, Categories: Fiduciary Duty
Vice Chancellor Glasscock allows plaintiff to continue claims seeking a declaratory judgment since he stated a claim for the validity and enforceability of a convertible note; a claim seeking specific performance on loan repayments; and breach of contract claims brought under the parties' relevant agreements.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: March 27, 2024, Case #: 2022-0861-SG, Categories: Contract
Vice Chancellor Laster denies an application for interlocutory review of an opinion denying a motion to dismiss a shareholder class action challenging the conversion of a Delaware corporation into a Nevada corporation. The opinion did not decide an application of a standard of review for a corporation to move for potential enhanced litigation protection. It only inferred that entire fairness may apply, but the business judgment rule could control if defendants can show that Nevada law does not materially differ from Delaware law regarding litigation protections for fiduciaries.
Court: Delaware Chancery Court, Judge: Laster, Filed On: March 21, 2024, Case #: 2023-0449-JTL, Categories: Fiduciary Duty
Magistrate David declines to dismiss claims contending pickleball games played on a homeowners association's tennis courts were disturbing nearby residents' enjoyment of their homes because association bylaws were ambiguous regarding fair use of the courts for pickleball and interference with peaceful possession.
Court: Delaware Chancery Court, Judge: David, Filed On: March 15, 2024, Case #: 2023-0895-BWD, Categories: Property
Vice Chancellor Fioravanti dismisses a petition seeking assignment for the benefit of creditors, Delaware's bankruptcy alternative, because the assignee failed to comply with statutory mandates such as timely filing an asset inventory and retaining appraisers who procured appraisals without prior court order.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: March 13, 2024, Case #: 2023-1294-PAF, Categories: Bankruptcy, Civil Procedure
Chancellor McCormick appraises the fair value of Class A common stock at $15.44 per share at the time of a merger by combining the comparable companies analysis with the DCF analysis, making slight adjustments and averaging the two.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: March 12, 2024, Case #: 2020-0165-KSJM, Categories: Securities
Magistrate David declines to dismiss two claims concerning the assignment of a patent invented by an agent of a company that had been frozen out of the technology in favor of the co-inventor because the claims are not time-barred according to the pleadings.
Court: Delaware Chancery Court, Judge: David, Filed On: March 4, 2024, Case #: 2022-0173-BWD, Categories: Civil Procedure, Patent