172 results for 'court:"Delaware Chancery Court"'.
Vice Chancellor Glasscock grants independent directors of a company dismissal but does not dismiss interested directors beholden to two putative controllers who allegedly benefited from self-dealing. At the motion to dismiss stage, shareholders successfully pleaded that the majority of the board was not disinterested and that both sides of the transactions had been controlled, triggering entire fairness and preserving claims of breach of fiduciary duty and unjust enrichment.
Court: Delaware Chancery Court, Judge: Glasscock, Filed On: July 19, 2023, Case #: 2021-1116-SG, Categories: Fiduciary Duty
Vice Chancellor Cook finds that a limited partner is not entitled to a distribution following the sale of a luxury retail store because the net return failed to meet the applicable threshold, including the deduction of mortgage removal costs that alone precluded distribution.
Court: Delaware Chancery Court, Judge: Cook, Filed On: July 17, 2023, Case #: 2017-0017-NAC, Categories: Partnerships
Vice Chancellor Laster finds that a franchisor and a potential franchisee that eventually became a competitor are not entitled to relief save for declaratory judgments regarding statements about their businesses, as "each side has received its just desserts" and thus must pay their own litigation fees.
Court: Delaware Chancery Court, Judge: Laster, Filed On: July 14, 2023, Case #: 2020-0302-JTL, Categories: Business Practices, Attorney Fees
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Chancellor McCormick awards $75,000 to counsel for a shareholder who challenged the fairness of a merger of health care corporations. The parties settled the dispute with the issuance of minimal supplemental disclosures, and the award was much less than the $1.1 million sought by counsel, signalling that these kinds of cases are "not worth the attorneys' time."
Court: Delaware Chancery Court, Judge: McCormick, Filed On: July 6, 2023, Case #: 2021-0202-KSJM, Categories: Corporations, Settlements, Attorney Fees
Vice Chancellor Will finds that counsel should be awarded $1 million in fees for representing a shareholder who obtained a corporate benefit through a settlement since the award is reasonable under the "Sugarland" factors and comparable case precedent.
Court: Delaware Chancery Court, Judge: Will, Filed On: July 3, 2023, Case #: 2021-0938-LWW, Categories: Attorney Fees
Vice Chancellor Cook finds for plaintiffs in claims alleging breach of contract and good faith and fair dealing brought after an LLC member unilaterally dissolved the company without regarding corporate formalities or notifying the other member. Because the entity had not generated revenue or assets, damages are assessed at a nominal amount of one dollar.
Court: Delaware Chancery Court, Judge: Cook, Filed On: June 30, 2023, Case #: 2020-0315-NAC, Categories: Corporations, Damages, Contract
Vice Chancellor Will denies a shareholder access to Walt Disney's books and records to investigate possible mismanagement after the board spoke out about the house bill limiting instruction on sexual orientation and gender identity. The claim lacks proper purpose because the Disney board made a business decision free of conflicts or bad faith.
Court: Delaware Chancery Court, Judge: Will, Filed On: June 27, 2023, Case #: 2022-1120-LWW, Categories: Fiduciary Duty, Discovery
Vice Chancellor Fioravanti denies corporate directors a preliminary injunction seeking to stop a company from holding the 2023 edition of the annual stockholders meeting because irreparable injury was not demonstrated; instead, injury had been self-inflicted due to failed strategy.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: June 14, 2023, Case #: 2023-0477-PAF, Categories: Elections, Injunction
Vice Chancellor Will finds that motions seeking to compel interrogatory responses in full should be denied because sufficient responses have been provided. Meanwhile, the motion to compel a search of disputed terms in the company's Google programs should be denied as overbroad, aside of two exceptions.
Court: Delaware Chancery Court, Judge: Will, Filed On: June 5, 2023, Case #: 2021-0595-LWW, Categories: Discovery
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 Fioravanti finds that an investment fund failed to prove that a company in which it invested breached the operating agreement by twice amending the agreement without authorization. By granting the company power of attorney to vote as its proxy, the investment firm also granted the company authority to amend the operating agreement.
Court: Delaware Chancery Court, Judge: Fioravanti, Filed On: May 31, 2023, Case #: 2019-0408-PAF, Categories: Contract
Chancellor McCormick finds that buyers of a group of Florida broadband companies had the right to terminate the deal based on the sellers' failure to successfully settle with a former employee's claim concerning an equity interest in a subsidiary.
Court: Delaware Chancery Court, Judge: McCormick, Filed On: May 29, 2023, Case #: 2023-0283-KSJM, Categories: Contract
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