22 results for 'judge:"Laster"'.
Vice Chancellor Laster finds that the buyer of an energy company that was found post-trial to have breached the sale process is liable for $199 million in sale process claims but not the more than approximately $83 million on the disclosure claim because damages are non-cumulative.
Court: Delaware Chancery Court, Judge: Laster, Filed On: May 15, 2024, Case #: 2018-0484-JTL, Categories: Damages, Fiduciary Duty
Vice Chancellor Laster dismisses shareholder claims contending that Meta directors, officers, and controllers breached fiduciary duties by managing the company in a firm-specific manner at the expense of the economy as a whole because directors of Delaware corporations owe only firm-specific fiduciary duties.
Court: Delaware Chancery Court, Judge: Laster, Filed On: April 30, 2024, Case #: 2022-0890-JTL, Categories: Fiduciary Duty
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
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
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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 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
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
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 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 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
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 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 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
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 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
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