27 results for 'judge:"Will"'.
Vice Chancellor Will grants an employee summary judgment in claims seeking to invalidate his removal as manager of several LLCs because certain term sheet payments were not made to him before removal, and he cannot be removed as manager while he remains an employee.
Court: Delaware Chancery Court, Judge: Will, Filed On: April 12, 2024, Case #: 2023-0948-LWW, Categories: Employment, Contract
Vice Chancellor Will declines to allow Philip Morris to intervene to bring unjust enrichment claims contending that ITG Brands' failure to join the 1998 Florida tobacco settlement resulted in Reynolds American making reduced payments to the state and increased Philip Morris' allocation by that same amount. Philip Morris should have sought intervention at least a year before, and allowing intervention would be disruptive now that the action is at the cusp of trial.
Court: Delaware Chancery Court, Judge: Will, Filed On: April 1, 2024, Case #: 2017-0129-LWW, Categories: Civil Procedure, Settlements
Vice Chancellor Will grants judgment on the pleadings to shareholders seeking to compel a corporation to hold an annual shareholder meeting because the purported written consent was not effective due to the failure to vacate all directorships before they were filled by "unanimous consent."
Court: Delaware Chancery Court, Judge: Will, Filed On: March 27, 2024, Case #: 2023-1044-LWW, Categories: Elections
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
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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 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 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 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 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 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 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 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 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
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
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 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 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 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