172 results for 'court:"Delaware Chancery Court"'.
Vice Chancellor Laster denies specific performance to a special purpose acquisition company seeking to push through a broken de-SPAC transaction because closing the transaction could violate a status quo ante order issued by the Philippine Supreme Court, and the SPAC secretly partnered with the hedge fund that advised the target corporation.
Court: Delaware Chancery Court, Judge: Laster, Filed On: September 7, 2023, Case #: 2023-0128-JTL, Categories: Contract
Vice Chancellor Will allows a creditor to continue claims contending a successor entity benefited from a sham sale of a tubing company's assets. Claims against the tubing company should be dismissed because the corporate veil cannot be pierced, but the creditor may continue fraudulent transfer and liability claims against the successor entity.
Court: Delaware Chancery Court, Judge: Will, Filed On: September 5, 2023, Case #: 2022-0378-LWW, Categories: Fraud
Vice Chancellor Glasscock finds that a pharmaceutical seller met the burden of assessing damages incurred due to supply shortages of a drug that treats prostate cancer because the seller proved "the quantum of cognizable damages" through a reliable and appropriate methodology and model, subject to certain adjustments.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: September 5, 2023, Case #: 2020-0953-SG, Categories: Damages
Vice Chancellor Fioravanti finds post-trial that a pharmaceutical company's former employee misappropriated trade secrets in order to develop like drugs at his new company, which in turn aided and abetted breaches of fiduciary duty committed by the employee. All four "Broz" factors were satisfied in finding that the employee usurped a corporate opportunity to develop three drugs.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: September 1, 2023, Case #: 2021-0210-PAF, Categories: Trade Secrets, Fiduciary Duty
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Vice Chancellor Cook dismisses claims challenging a private placement transaction that included a majority shareholder of the company for failure to sufficiently allege that audit committee directors lacked independence from the majority shareholder.
Court: Delaware Chancery Court, Judge: Cook , Filed On: August 31, 2023, Case #: 2022-0310-NAC, Categories: Fiduciary Duty
Vice Chancellor Glasscock declines to dismiss contract claims challenging a complex scheme to monetize illiquid assets. Due to the multiple contracts at issue, it is impossible to determine intent or rights under the agreements at the pleading stage. However, fraud and promissory estoppel claims counts should be dismissed for failure to state a claim.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: August 29, 2023, Case #: 2022-0167-SG, Categories: Civil Procedure, Fraud, Contract
Vice Chancellor Laster declines to dismiss derivative claims in which a shareholder challenged an $850 million payment to settle corporate liability that had been valued at $175.3 million on the company's audited financial statements. Demand on the board was futile because the shareholder alleged with particularized facts that a majority of the directors approved the payment in bad faith and thus face liability without the safety net of exculpation or the business judgment rule.
Court: Delaware Chancery Court, Judge: Laster, Filed On: August 24, 2023, Case #: 2022-0497-JTL, Categories: Fiduciary Duty
Vice Chancellor Will dismisses breach of contract claims brought against employees who went to work for a direct competitor. Under equity agreements containing the purported restrictive covenants, the employees were not barred from working for the competitor, and no mutual mistake had been made to justify equitable rescission.
Court: Delaware Chancery Court, Judge: Will, Filed On: August 23, 2023, Case #: 2023-0546-LWW, Categories: Contract
Vice Chancellor Glasscock grants partial summary judgment to the sellers of a group of Florida hospitals in claims concerning the allocation of government payments. Under the unambiguous language of the parties' asset purchase agreement, the distributions in question align with the sellers' interpretation.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: August 18, 2023, Case #: 2022-0289-SG, Categories: Contract
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
Vice Chancellor Laster allows claims of breach of fiduciary duty, contract and the duty of disclosure to move forward against officers, directors and the controlling unitholder of a company after they pushed through a squeeze-out merger without giving material information on the transaction to the minority unitholders. Only the breach of fiduciary duty claims against the board and the controlling unitholder fail because of the existence of a fiduciary duty waiver in the LLC agreement.
Court: Delaware Chancery Court, Judge: Laster, Filed On: August 9, 2023, Case #: 2022-0718-JTL, Categories: Fiduciary Duty, 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
Vice Chancellor Will finds that a seller breached a merger agreement primarily by failing to inform the buyer about its dubious accounting method. Following trial, those misstatements amount to a finding of fraud, such that damages amount to $4.6 million in favor of the buyer.
Court: Delaware Chancery Court, Judge: Will, Filed On: August 2, 2023, Case #: 2020-1000-LWW, Categories: Fraud
Master Molina finds that a cost of living increase on a lease for a grocery store may have been calculated incorrectly, and so the litigation will proceed to discovery, but claims related to the calculation of the 2015 rent extension are time-barred.
Court: Delaware Chancery Court, Judge: Molina, Filed On: July 31, 2023, Case #: 2022-0623-SEM, Categories: 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 Laster grants an award of attorney fees and expenses in the amount of $266.7 million following a $1 billion settlement of this class action on the eve of trial. Eschewing the declining-percentage method used in federal courts for settlements in excess of $1 billion, the court instead employs the "Americas Mining" and "Sugarland" factors, which do not warrant any upward or downward adjustment of an indicative fee equal to 26.67% of the settlement amount.
Court: Delaware Chancery Court, Judge: Laster, Filed On: July 31, 2023, Case #: 2018-0816-JTL, Categories: Attorney Fees
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 Will awards counsels for two shareholders $282,500 and $50,000, respectively, following successful litigation and settlement of claims challenging alleged excessive director compensation. By bestowing modest therapeutic benefits such as changing the company's non-employee director compensation policy, the fee and expense awards are in line with precedent for similar benefits achieved.
Court: Delaware Chancery Court, Judge: Will, Filed On: July 28, 2023, Case #: 2022-0059-LWW, Categories: Attorney Fees
Master David grants a shareholder access to company books and records so he can value his shares and exit his investment through a sale. All arguments were abandoned at trial save for the purported cancellation of shares for failure to pay a "subscription receivable," which fails due to non-compliance with statutory procedures and failure to document the debt.
Court: Delaware Chancery Court, Judge: David, Filed On: July 27, 2023, Case #: 2023-0241-BWD, Categories: Civil Procedure, Securities, Discovery
Vice Chancellor Will grants summary judgment to a fan-controlled pro football league company that offered a consulting partner an option to buy a team for $1,000 under an investment agreement. Even though the payment may have been nominal considering the $1 million investment agreement, the sum had to be paid to enforce the option. Thus, the option was unenforceable.
Court: Delaware Chancery Court, Judge: Will, Filed On: July 20, 2023, Case #: 2021-0476-LWW, Categories: Contract
Vice Chancellor Laster holds a company in contempt for failing to advance litigation expenses and deploying coercive contempt sanctions instead of a collection mechanism, in the form of a daily fine that will increase by $1,000 until the company complies.
Court: Delaware Chancery Court, Judge: Laster, Filed On: July 19, 2023, Case #: 2022-0881-JTL, Categories: Attorney Fees