172 results for 'court:"Delaware Chancery Court"'.
Vice Chancellor Will grants limited access to a public holding company's books and records after a captive insurance subsidiary issued extraordinary dividends since the purpose is limited to valuation. While most information is publicly available, certain recent board minutes and formal communications with the Department of Insurance should be made available for inspection.
Court: Delaware Chancery Court, Judge: Will, Filed On: November 20, 2023, Case #: 2022-1067-LWW, Categories: Insurance, Discovery
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 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
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Vice Chancellor David declines to appoint a receiver for a dissolved Delaware corporation for lack of possession of undistributed property that a receiver could marshal, and since assets had not been wrongly distributed upon dissolution.
Court: Delaware Chancery Court, Judge: David, Filed On: October 18, 2023, Case #: 2023-0392-BWD, Categories: Corporations
Vice Chancellor Will denies summary judgment to a controlling shareholder who tried to unilaterally remove a board member without the approval of another controlling shareholder because both shareholders owned equal shares and co-managed the controlling partnership.
Court: Delaware Chancery Court, Judge: Will, Filed On: October 16, 2023, Case #: 2023-0805-LWW, Categories: Partnerships
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 Will dismisses shareholder derivative claims challenging an insurer's decision to issue policies to larger health care providers because nothing indicates the decision had been made in bad faith or that false disclosures had been made with scienter.
Court: Delaware Chancery Court, Judge: Will, Filed On: October 2, 2023, Case #: 2022-0034-LWW, Categories: Fiduciary Duty
Vice Chancellor Will finds that a tobacco company that sold off four of its brands while paying legacy settlement payments to Florida should be granted summary judgment requiring that the buyer indemnify the company for annual payments, though not for certain fees paid to Florida lawyers. Fact intensive issues not appropriate for review under summary judgment should be resolved at trial.
Court: Delaware Chancery Court, Judge: Will, Filed On: October 2, 2023, Case #: 2017-0129-LWW, Categories: Settlements, Indemnification, Contract
Vice Chancellor Fioravanti finds that actions taken at a special meeting, including the removal of directors, was voided by the failure to provide notice. However, a tender offer made by the company's subsidiary on the parent was valid, and so the subsidiary validly removed and replaced the board.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: September 29, 2023, Case #: 2022-0107-PAF, Categories: Corporations
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 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 Laster grants a company summary judgment concerning stock that grants ten votes per share to "principal stockholders" because "identity-based voting" does not prohibit creation of closed sets of holders who may exercise certain rights.
Court: Delaware Chancery Court, Judge: Laster, Filed On: September 12, 2023, Case #: 2022-0824-JTL, Categories: Securities