22 results for 'judge:"McCormick"'.
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
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
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
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
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Chancellor McCormick declines to dismiss class shareholder claims challenging the merger of Microsoft and Activision Blizzard, specifically the Activision board's failure to satisfy statutory provisions of Delaware corporate law, because the merger agreement may have been incompletely approved due to the failure to include essential merger material.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: February 29, 2024, Case #: 2022-1001-KSJM, Categories: Civil Procedure, Fiduciary Duty
Chancellor McCormick declines to dismiss shareholder derivative claims brought after directors and officers of a cryptocurrency platform sold $2.9 billion in stock a month before announcing disappointing quarterly earnings. Demand is excused based on the gargantuan payout, and claims were stated under "Brophy v. Cities Service Co." based on allegations of unusually large and suspiciously timed trades.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: February 1, 2024, Case #: 2023-0464-KSJM, Categories: Securities
Chancellor McCormick rules that Tesla granted Elon Musk an excessive compensation package that should be rescinded. The transaction was subject to entire fairness review since Musk is the de facto controller of the electric car company. Since the plan terms had not been meaningfully negotiated, and no rationale had been provided for granting the "largest potential compensation opportunity ever observed in public markets by multiple orders of magnitude," the Tesla board arrived at an unfair price.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: January 30, 2024, Case #: 2018-0408-KSJM, Categories: Fiduciary Duty
Chancellor McCormick declines to dismiss two co-founders from a private company that merged with a special purpose acquisition company, which filed for bankruptcy within a year. Plaintiffs adequately pleaded aiding and abetting breach of fiduciary duty by demonstrating that the co-founders had knowledge of the company's problems and thus had been aware proxy projections were unfounded, and that the co-founders participated in the breach by misleading the board for their own benefit.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: January 23, 2024, Case #: 2022-0630-KSJM, Categories: Fiduciary Duty
J. McCormick grants the sculptor $1.1 million in attorney fees and costs following a jury's $450,000 verdict finding that the real estate company infringed on the sculptor’s “Untitled” sculpture. The sculptor’s original lodestar figure is over $1.3 million as it included work performed over two years that involved extensive motion practice, discovery and trial preparation, but not all requested hours are reasonable because the sculptor’s attorneys spent a significant amount of time conferencing, and the attorneys sometimes triple-billed this time.
Court: USDC Central District of California, Judge: McCormick, Filed On: August 21, 2023, Case #: 8:21cv1585, NOS: Copyrights - Property Rights, Categories: Copyright, Attorney Fees
Chancellor McCormick appraises fair value of a company at $14.83 per share at the time of a controlling stockholder's acquisition for $15 per share by making slight adjustments in light of valuation methodologies of the DCF analysis and the comparable companies analysis proffered by opposing parties.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: August 14, 2023, Case #: 2020-0165-KSJM, Categories: Securities
Chancellor McCormick finds that an investor was fraudulently induced to invest in a cancer research foundation that promised a commercialized test to diagnose individuals with high risk for breast cancer. Through these misrepresentations, the investor prevails on four claims for breach of contract, declaratory relief, violation of the Delaware Securities Act and fraudulent inducement.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: August 10, 2023, Case #: 12438-CM, Categories: Fraud, Securities, Contract
Chancellor McCormick overrules objections to a custodian's fee petitions for legal expenses incurred in a securities action in federal court, save for minor exceptions. Federal securities law does not prevent the custodian from receiving reimbursement of fees under the U.S. Constitution's Supremacy Clause and the custodian's defense of the securities action falls within the scope of his role as custodian.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: August 7, 2023, Case #: 9700-CM, Categories: Attorney Fees
Chancellor McCormick grants a motion by the Musk parties for continued confidential treatment of sensitive personal information, which includes email addresses and cell phone numbera, because the public does not have a right to that information and the motion was timely filed under the unique circumstances of the litigation. However, one of the exhibits contains redacted individual names that will need to be made available to the public.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: August 4, 2023, Case #: 2022-0613-KSJM, Categories: Discovery
Chancellor McCormick awards $75,000 to counsel for a shareholder who challenged the fairness of a merger of health care corporations. The parties settled the dispute with the issuance of minimal supplemental disclosures, and the award was much less than the $1.1 million sought by counsel, signalling that these kinds of cases are "not worth the attorneys' time."
Court: Delaware Chancery Court, Judge: McCormick, Filed On: July 6, 2023, Case #: 2021-0202-KSJM, Categories: Corporations, Settlements, Attorney Fees
Chancellor McCormick finds that buyers of a group of Florida broadband companies had the right to terminate the deal based on the sellers' failure to successfully settle with a former employee's claim concerning an equity interest in a subsidiary.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: May 29, 2023, Case #: 2023-0283-KSJM, Categories: Contract