172 results for 'court:"Delaware Chancery Court"'.
Vice Chancellor Fioravanti confirms an arbitration award entered for investors whose equity interests had been improperly diluted, their pro-rata distributions skimmed, and their interests repurchased based on a flawed valuation, as the arguments do not favor vacatur.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: January 26, 2024, Case #: 2022-0414-PAF, Categories: Arbitration
Vice Chancellor Will finds that a general partner of a real estate venture breached the implied covenant of good faith and fair dealing by adopting a poison pill to deter a partner from redeeming units. Under the limited agreement, the partner has the express right to exit the investment by tendering notice of redemption, and thus adoption of the poison pill was unenforceable.
Court: Delaware Chancery Court, Judge: Will, Filed On: January 25, 2024, Case #: 2022-0607-LWW, Categories: Real Estate, Partnerships
Vice Chancellor Laster declines to dismiss claims stemming from an asset-swap transaction that left a company holding the bag of near-worthless investments while two hedge funds, insurers, and a reinsurer made off with the one good investment. Delaware law applies to the mostly fiduciary-related counts, which pleaded the required elements except for claims alleging fraudulent trading under Cayman Islands' law.
Court: Delaware Chancery Court, Judge: Laster, Filed On: January 25, 2024, Case #: 2019-0431-JTL, Categories: Fraud, Fiduciary Duty
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Vice Chancellor Laster rules that the controller of a public company operating two separate businesses entered a seal-dealing transaction that was not entirely fair to minority shareholders, rendering the controller and other defendants liable in the amount of $1.78 per share.
Court: Delaware Chancery Court, Judge: Laster, Filed On: January 24, 2024, Case #: 2019-0798-JTL, 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
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 Fioravanti strikes portions of a complaint obtained from a biotechnology company's privileged or confidential communications pertaining to its purchase of a former subsidiary. That the complaint was filed under seal did not somehow legitimize the dissemination of privileged and confidential information.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: January 16, 2024, Case #: 2023-1045-PAF, Categories: Privilege
Vice Chancellor Laster grants the partner of an investment fund complex summary judgment in a dispute over the payout agreement for future earnings and the dispute resolution mechanism for valuating a qualifying transaction. The appraiser offered improper legal arguments and issues since he is an expert, not an arbitrator, and thus should be limited to valuation terms and the like.
Court: Delaware Chancery Court, Judge: Laster, Filed On: January 9, 2024, Case #: 2018-0907-JTL, Categories: Experts, Contract
Vice Chancellor Will denies an injunction pending appeal of the post-trial opinion finding that a shareholder failed to meet advance notice bylaws in nominating board directors because delaying the shareholder meeting would be inequitable, and an injunction pending appeal is unwarranted under the "Kirpat" factors
Court: Delaware Chancery Court, Judge: Will, Filed On: January 5, 2024, Case #: 2023-0879-LWW, Categories: Civil Procedure, Injunction
Vice Chancellor Cook concludes that an interim CEO failed to act "reasonably" in firing two non-executive-officer founders of the company, which removed the roadblock for buyer LG Electronics to remove the remaining founders from the board. As such, the court compels the company to reinstate the non-executive-officers such that they may fulfill the founders' rights under the purchase agreement to select common directors.
Court: Delaware Chancery Court, Judge: Cook, Filed On: January 4, 2024, Case #: 2023-0382-NAC, Categories: Fiduciary Duty
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 Laster declines to dismiss claims contending a real estate investment fund complex failed to pay a worker shares from and equity in one of its entities because the contract can be read in more than one way, and whether the employment agreement governs remained in dispute.
Court: Delaware Chancery Court, Judge: Laster, Filed On: December 22, 2023, Case #: 2022-0970-JTL, Categories: Contract
Vice Chancellor Will dismisses claims in which a personal transportation company contends its former president breached her duty of oversight by disregarding financial discrepancies because nothing in the complaint gave rise to "Caremark" liability claims, and facts did not suggest the corporate officer acted with bad faith.
Court: Delaware Chancery Court, Judge: Will, Filed On: December 14, 2023, Case #: 2022-1110-LWW, Categories: Fiduciary Duty
Vice Chancellor Will grants declaratory relief to the buyer of a food company concerning a dispute over an accountant's review of a post-closing tax dispute because the sale contract stipulates that the accountant's review should resolve only the seller's initial protest notice, not notice of subsequent protest.
Court: Delaware Chancery Court, Judge: Mitchell, Filed On: December 11, 2023, Case #: 2023-0614-LWW, Categories: Civil Procedure, Tax, Contract
Magistrate David dismisses counterclaims concerning a series of acquisition transactions for failure to state abuse of process claims and dismisses claims of tortious interference with prospective contractual relations for failure to demonstrate knowledge of or interference with a potentially valuable acquisition.
Court: Delaware Chancery Court, Judge: David, Filed On: December 8, 2023, Case #: 2022-0987-BWD, Categories: Business Expectancy, Contract
Vice Chancellor David rules that homebuyers failed to prove sellers committed fraud concerning chronic drainage problems plaguing their lot because the sellers did not misrepresent or omit material facts by previously remediating the lot to the satisfaction of the county.
Court: Delaware Chancery Court, Judge: David, Filed On: December 7, 2023, Case #: 2019-0588-BWD, Categories: Fraud, Property
Vice Chancellor Will declines to compel a corporate board to allow a shareholder's candidates to stand for election and for an exemption right to purchase additional shares because the shareholder did not comply with the corporation's amended bylaws.
Court: Delaware Chancery Court, Judge: Will, Filed On: November 30, 2023, Case #: 2023-1013-LWW, Categories: Elections
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 Fioravanti grants Venezuela's state-owned oil company the right to a replacement stock certificate for its shares in a Delaware holding company that owns one of the largest operating petroleum refiners in the U.S. The holding company lacked good cause to decline the issuance as long as the oil company posts an unsecured bond of $10,000.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: November 28, 2023, Case #: 2023-0778-PAF, Categories: Securities