21 results for 'judge:"Zurn"'.
Vice Chancellor Zurn dismisses claims in which 85 former BuzzFeed employees seek to arbitrate employment claims against the successor company under provisions contained in old employment agreements because the claims, which rely on the agreements, delegate the question of arbitrability to the arbitrator. Meanwhile, claims in which six employees request to dismiss an action seeking injunctive relief should be dismissed for failure to produce their employment agreements.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: May 15, 2024, Case #: 2023-0377-MTZ, Categories: Arbitration, Civil Procedure, Employment
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
Magistrate Zurn dismisses claims in which an employee of a biopharma company seeks specific performance of agreements granting rights to stock options that have not been exercised. The rights had been waived by a subsequent stock option grant notice since the unexercised options were not issued securities.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: January 31, 2024, Case #: 2021-0248-MTZ, Categories: Securities
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Vice Chancellor Zurn denies the former officers' summary judgment motion seeking advancement of litigation fees and expenses in a federal action asserting fraud and contract claims. As a gating issue, an arbitration provision in the company's operating agreement is inapplicable, and because the operating agreement was amended and then supplanted by a new agreement, the former officers' advancement rights may have been repealed.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: January 17, 2024, Case #: 2023-0813-MTZ, Categories: Fraud, Interference With Contract, Attorney Fees
Vice Chancellor Zurn dismisses derivative shareholder claims challenging an acquisition by an alleged controller since the shareholder failed to establish that the directors either acted in bad faith or lacked independence, and thus plaintiff failed to plead demand futility.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: December 28, 2023, Case #: 2022-0846-MTZ, Categories: Fiduciary Duty
Vice Chancellor Zurn allows several claims to proceed to trial in a dispute over a stock purchase and aviation-related joint venture that turned sour due to a conflicting side venture because a claim for relief had been stated on all but the main claim of fraudulent inducement.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: November 13, 2023, Case #: 2022-0652-MTZ, Categories: Fraud, Contract
Vice Chancellor Zurn finds that claims seeking reformation of a sales contract should be dismissed because the actual agreement is reflected in the written text, not the buyer's expectations to profit from the purchase or to break even at worst. However, reformation may remain possible for the buyer under fraud counterclaims.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: September 27, 2023, Case #: 2022-0727-MTZ, Categories: Fraud, Contract
Vice Chancellor Zurn grants judgment on the pleadings to a private equity firm in a dispute over management fees, finding that the fifteen affirmative defenses all fail, including alleged securities violations that are too far removed from the contract to make it voidable.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: July 31, 2023, Case #: 2019-0847-MTZ, Categories: Contract
Vice Chancellor Zurn grants judgment on the pleadings to a biomedical research and development company and two executives charged with misleading an investor through a repurchase offer. None of the allegations amount to fraud and fraudulent inducement, and the release signed by the shareholder is unambiguous in barring a claim for breach of fiduciary duty.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: July 28, 2023, Case #: 2022-0509-MTZ, Categories: Fraud, Fiduciary Duty
Vice Chancellor Zurn finds that three former directors of a physical therapy-based company breached fiduciary duties by keeping an arbitration award for themselves instead of handing it over to the company. The directors' agency authority ceased when the derivative claims were monetized, and thus they were duty bound to return the award to the company board.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: June 1, 2023, Case #: 2020-0183-MTZ, Categories: Arbitration, Fiduciary Duty
Vice Chancellor Zurn overrules shareholder objections seeking to access the discovery record in a class action settlement agreement in light of the existence of legitimate confidentiality concerns, including proof of stock ownership and blocks on trading.
Court: Delaware Chancery Court, Judge: Zurn, Filed On: May 24, 2023, Case #: 2023-0215-MTZ, Categories: Discovery, Class Action