24 results for 'judge:"Glasscock"'.
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 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 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
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Vice Chancellor Glasscock grants a third settlement of shareholder derivative claims challenging Goldman Sachs' director compensation awards following remand from the Delaware Supreme Court, which sided with an objector shareholder over inclusion of a future release of claims under a second settlement attempt. Under the third settlement, the parties agreed to omit the future release of claims, which the Supreme Court found to be improper, and thus the motion is approved; however, another objection and a motion to intervene by the objecting shareholder should be overruled and denied.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: February 27, 2024, Case #: 2017-0354-SG, Categories: Settlements
[Consolidated.] Vice Chancellor Glasscock declines to award a $5 million mootness fee after a shareholder failed to prevail in a derivative shareholder action challenging a merger between Oracle and NetSuite in 2016. Oracle appointed two independent directors during the pendency of litigation, but incidentally and not as the aim of the litigation. Thus, the American Rule applies, and each party shall bear their own costs.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: February 7, 2024, Case #: 2017-0337-SG, Categories: Corporations, Attorney Fees
Vice Chancellor Glasscock allows plaintiff to continue unjust enrichment claims contending a company and its controllers were connected with a self-tender offer that turned out to be inadequate after the company was sold for a higher price per share. The unjust enrichment claim was related to existing fiduciary duty claims but was sufficiently distinct to survive dismissal at the pleading stage.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: November 29, 2023, Case #: 9250-VCG, Categories: Civil Procedure, Fraud, Fiduciary Duty
Vice Chancellor Glasscock dismisses shareholder derivative claims contending pharmaceutical giant AmerisourceBergen allowed a subsidiary to operate an illegal pharmacy service, which in turn allowed AmerisourceBergen to appoint a committee to review whether litigation was best for the corporation and find that the committee reasonably exonerated the board and discouraged litigation.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: November 17, 2023, Case #: 2019-0816-SG, Categories: Fiduciary Duty
Vice Chancellor Glasscock finds that a company controller breached fiduciary duties by driving through an unfair transaction as related to an indemnification claim that benefited shareholders. However, damages should not be awarded because the coerced settlement price of $10 million for the release of the claim was fair.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: October 3, 2023, Case #: 2017-0486-SG, Categories: Damages, Fiduciary Duty
Vice Chancellor Glasscock dismisses claims seeking to direct an escrow agent to release funds under the parties' contract because the request is inadequate to invoke subject matter jurisdiction. Negligent misrepresentation counterclaims also fail to invoke such since the buyers' relationship to the sellers had been contractual and had not been equitable.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: September 15, 2023, Case #: 2022-0815-SG, Categories: Fraud, Jurisdiction, Contract
Vice Chancellor Glasscock finds that a pharmaceutical seller met the burden of assessing damages incurred due to supply shortages of a drug that treats prostate cancer because the seller proved "the quantum of cognizable damages" through a reliable and appropriate methodology and model, subject to certain adjustments.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: September 5, 2023, Case #: 2020-0953-SG, Categories: Damages
Vice Chancellor Glasscock declines to dismiss contract claims challenging a complex scheme to monetize illiquid assets. Due to the multiple contracts at issue, it is impossible to determine intent or rights under the agreements at the pleading stage. However, fraud and promissory estoppel claims counts should be dismissed for failure to state a claim.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: August 29, 2023, Case #: 2022-0167-SG, Categories: Civil Procedure, Fraud, Contract
Vice Chancellor Glasscock grants partial summary judgment to the sellers of a group of Florida hospitals in claims concerning the allocation of government payments. Under the unambiguous language of the parties' asset purchase agreement, the distributions in question align with the sellers' interpretation.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: August 18, 2023, Case #: 2022-0289-SG, Categories: Contract
Vice Chancellor Glasscock grants independent directors of a company dismissal but does not dismiss interested directors beholden to two putative controllers who allegedly benefited from self-dealing. At the motion to dismiss stage, shareholders successfully pleaded that the majority of the board was not disinterested and that both sides of the transactions had been controlled, triggering entire fairness and preserving claims of breach of fiduciary duty and unjust enrichment.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: July 19, 2023, Case #: 2021-1116-SG, Categories: Fiduciary Duty
Vice Chancellor Glasscock finds that the founder, director and officer of Oracle was not a controller in the acquisition of a company in which he held a major interest because a special committee functioned independently to invoke the business judgment rule.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: May 12, 2023, Case #: 2017-0337-SG, Categories: Fiduciary Duty