172 results for 'court:"Delaware Chancery Court"'.
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
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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
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
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
Vice Chancellor Laster grants summary judgment to a shareholder in claims challenging a stockholder agreement provision that abdicates control of the corporate board to the founder. The provision violates the "Abercrombie v. Davis" test for governance restrictions because the board cannot freely exercise its powers without first obtaining approval from the founder.
Court: Delaware Chancery Court, Judge: Laster, Filed On: February 23, 2024, Case #: 2023-0309-JTL, Categories: Corporations, Fiduciary Duty
Vice Chancellor Rennie declines to dismiss a dispute over post-closing payments by staying the action in favor of an accounting resolution mechanism that will help resolve purportedly missing information about the earnings calculation.
Court: Delaware Chancery Court, Judge: Rennie, Filed On: February 20, 2024, Case #: 2023-0789-SKR, Categories: Contract
Vice Chancellor Laster declines to dismiss shareholder claims challenging the conversion of a Delaware corporation into a Nevada corporation because the conversion constitutes a self-interested transaction by a controller that benefits fiduciaries while reducing stockholder litigation rights under Nevada law, and thus remains subject to the entire fairness standard.
Court: Delaware Chancery Court, Judge: Laster, Filed On: February 20, 2024, Case #: 2023-0449-JTL, Categories: Fiduciary Duty, Conversion
Vice Chancellor Will dismisses shareholder derivative claims contending Walgreens' audit committee board failed to provide oversight regarding overbilling for insulin pens. Demand was not excused since plaintiffs failed to plead the board acted in bad faith by failing to address the issue sooner.
Court: Delaware Chancery Court, Judge: Mitchell, Filed On: February 19, 2024, Case #: 2021-0240-LWW, Categories: Fiduciary Duty
Magistrate David grants litigation expenses to the former CEO of a company that failed to disclose a government investigation to a buyer prior to merger because the CEO is entitled such under the governing bylaws and indemnification agreement. However, the CEO is not entitled to advancement for expenses incurred in his prior declaratory judgment action.
Court: Delaware Chancery Court, Judge: David, Filed On: February 19, 2024, Case #: 2023-1079-BWD, Categories: Corporations, Indemnification, Attorney Fees
[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
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
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
Vice Chancellor Cook dismisses claims brought against a company that terminated a software licensing agreement for drone technology after the licensee issued a press release touting the agreement and disclosing confidential information because plaintiff failed to state a claim related to the contract.
Court: Delaware Chancery Court, Judge: Cook, Filed On: January 30, 2024, Case #: 2022-0878-NAC, Categories: Contract
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