• Braga Inv. & Advisory, LLC v. Yenni

    Publication Date: 2023-06-13
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Blake Rohrbacher, Andrew L. Milam, Richards, Layton & Finger, P.A., Wilmington, DE; David Lackowitz, Alexandra Kolod, Moses & Singer LLP, New York, NY for plaintiff.
    for defendant: Julia B. Klein, Klein LLC, Wilmington, DE; Justin S. Stern, Frigon Maher & Stern LLP, New York, NY; Francis G.X. Pileggi, Cheneise V. Wright, Lewis Brisbois Bisgaard & Smith LLP, Wilmington, DE for defendants.

    Case Number: 2019-0408-PAF

    Investor's fraudulent inducement claim failed where it was advised or had reason to know that a proposed operating agreement would be revised yet it never requested to see a copy of the final version before signing.

  • In the Matter of the Estate of Cordray

    Publication Date: 2023-06-06
    Practice Area: Trusts and Estates
    Industry:
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Gerald I. Street, Street & Ellis, P.A., Dover, DE for petitioner.
    for defendant: Deirdre A. McCartney, Sergovic Carmean Weidman Mccartney & Owens, PA, Georgetown, DE for respondent. Cynthia L. Maxwell Masters, respondent pro se. Diane Elaine Maxwell Tori, respondent pro se. Beverly Anne Maxwell Miller, respondent pro se.

    Case Number: 2022-0614-SG

    Slayer Statute did not prohibit heirs through the lineage of the slayer from inheriting from the slayer's issue's estate, since the murder had no effect on the heirs' eligibility to inherit through the intestacy statute.

  • In re Oracle Corp. Derivative Litig.

    Publication Date: 2023-05-30
    Practice Area: Mergers and Acquisitions
    Industry: Software
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Joel Friedlander, Jeffrey M. Gorris, David Hahn, Friedlander & Gorris, P.A., Wilmington, DE; Randall J. Baron, David A. Knotts, Robbins Geller Rudman & Dowd LLP, San Diego, CA; Christopher H. Lyons, Robbins Geller Rudman & Dowd LLP, Nashville, TN; Gregory Del Gaizo, Robbins LLP, San Diego, CA for plaintiffs.
    for defendant: Blake Rohrbacher, Susan M. Hannigan, Richards, Layton & Finger, P.A., Wilmington, DE; Elena C. Norman, Richard J. Thomas, Alberto E. Chávez, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Peter A. Wald, Latham & Watkins LLP, San Francisco, CA; Blair Connelly, Latham & Watkins LLP, New York, NY for defendants.

    Case Number: 2017-0337-SG

    Corporate founder who retained a quarter stake of the company and served as a director and officer did not attempt to use his influence to drive acquisition of another company in which he also held an interest, such that the board's appointment of a special committee to negotiate the acquisition meant that the transaction did not need to be reviewed under entire fairness.

  • Kokorich v. Momentus Inc.

    Publication Date: 2023-05-30
    Practice Area: Contracts
    Industry: Aerospace
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Eric Lopez Schnabel, Alessandra Glorioso, Dorsey & Whitney LLP, Wilmington, DE; Benjamin D. Greenberg, Todd S. Fairchild, Dorsey & Whitney LLP, Seattle, WA for plaintiff.
    for defendant: Joseph L. Christensen, Meghan M. Dougherty, Christensen & Dougherty LLP, Wilmington, DE; Perrie M. Weiner, Aaron T. Goodman, Baker & McKenzie LLP, Los Angeles, CA; Peter P. Tomczak, Michael D. Lehrman, Baker & McKenzie LLP, Chicago, IL for defendant.

    Case Number: 2022-0722-MTZ

    Company founder and former CEO was not entitled to indemnification/advancement from company pursuant to corporate agreements and bylaws where founder had broadly released any claims he had against the company in a stock repurchase agreement, nor was he entitled to statutory indemnification since he had not been successful on the merits of any related legal actions.

  • VMware, Inc. v. Wood

    Publication Date: 2023-05-30
    Practice Area: Labor Law
    Industry: Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Elena C. Norman, Elisabeth S. Bradley, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Arturo J. González, Shaelyn K. Dawson, Camille Framroze, Meredith L. Angueira, Morrison & Foerster LLP, San Francisco, CA for plaintiff.
    for defendant: Kasey H. DeSantis, Nathan D. Barillo, Fox Rothschild LLP, Wilmington, DE; Neil A. Capobianco, Fox Rothschild LLP, New York, NY for defendant.

    Case Number: 2022-0820-PAF

    Former employee lacked right to enforce repurchase option where his stock options and unvested stock were cancelled in connection with his employer's acquisition in exchange for the right to payments from the acquiring company that would terminate if the employee left the acquirer's employ.

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  • Lighthouse Behavioral Health Solutions, LLC v. Milestone Addiction Counseling, LLC

    Publication Date: 2023-05-30
    Practice Area: Mergers and Acquisitions
    Industry: Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Philip A. Rovner, Jonathan A. Choa, Potter Anderson & Corroon LLP, Wilmington, DE; Marisa B. Miller, Kevin K. Chang, Sheppard, Mullin, Richter & Hampton LLP, San Diego, CA for plaintiff.
    for defendant: Sidney S. Liebesman, E. Chaney Hall, Nathaniel J. Klepser, Fox Rothschild LLP, Wilmington, DE; Erik J. Clark, Organ Law LLP, Columbus, OH for defendants.

    Case Number: 2022-0979-MTZ

    Although federal law obligated acquired healthcare provider to obtain patient consent before turning over records to acquirer, the provider nonetheless breached its contractual obligations to transfer the records and its representations and warranties that it had taken all action necessary to perform and that the transaction complied with applicable law.

  • InterMune, Inc. v. Harkonen

    Publication Date: 2023-05-23
    Practice Area: Business Torts
    Industry: Biotechnology
    Court: Court of Chancery
    Judge: Vice Chancellor Cook
    Attorneys: For plaintiff: Karen A. Jacobs, Megan W. Cascio, Courtney Kurz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Laurie Carr Mims, Benjamin D. Rothstein, Candice Mai Khanh Nguyen, Melissa Cornell, Catherine C. Porto, Keker, Van Nest & Peters LLP, San Francisco, CA for plaintiffs.
    for defendant: Michael A. Weidinger, Megan Ix Brison, Pinckney, Weidinger, Urban & Joyce LLC, Wilmington, DE; Elizabeth Sandza, Richard W. Sandza, Sandza Law, PLLC, Washington, DC for defendant.

    Case Number: 2021-0694-NAC

    Corporate officer was not entitled to statutory indemnification from company where officer was convicted of federal wire fraud, which included a finding that the officer acted in bad faith, and where a presidential pardon did not have the effect of eliminating the conviction.

  • City of Coral Springs Police Officers' Pension Plan v. Dorsey

    Publication Date: 2023-05-23
    Practice Area: Mergers and Acquisitions
    Industry: Financial Services and Banking | E-Commerce | Entertainment and Leisure
    Court: Court of Chancery
    Judge: Chancellor McCormick
    Attorneys: For plaintiff: Thomas Curry, Tayler D. Bolton, Saxena White P.A., Wilmington, DE; David Wales, Sara DiLeo, Saxena White P.A., White Plains, NY; Adam Warden, Jonathan Lamet, Saxena White P.A., Boca Raton, FL for plaintiff.
    for defendant: Raymond J. DiCamillo, Kevin M. Gallagher, Richards, Layton & Finger, P.A., Wilmington, DE; Colin B. Davis, Katie Beaudin, Gibson Dunn & Crutcher LLP, Irvine, CA; Brian M. Lutz, Gibson Dunn & Crutcher LLP, San Francisco, CA; Lissa M. Percopo, Gibson Dunn & Crutcher LLP, Washington, DC for defendants.

    Case Number: 2022-0091-KSJM

    Stockholder failed to plead demand futility where transaction committee who approved acquisition of failing company did not act in bad faith and therefore would not be subject to a substantial risk of personal liability for the acquisition.

  • In re Edgio, Inc. Stockholders' Litig.

    Publication Date: 2023-05-16
    Practice Area: Mergers and Acquisitions | Telecommunications
    Industry: E-Commerce | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Gregory V. Varallo, Daniel E. Meyer, Bernstein Litowitz Berger & Grossman LLP, Wilmington, DE; Mark Lebovitch, Bernstein Litowitz Berger & Grossman LLP, New York, NY; Jeremy Friedman, David Tejtel, Friedman Oster & Tejtel PLLC, Bedford Hills, NY for plaintiffs.
    for defendant: Rudolf Koch, Kyle H. Lachmund, John M. O’Toole, Kevin M. Kidwell, Richards Layton & Finger, P.A., Wilmington, DE; Deborah Birnbach, Tucker DeVoe, Goodwin Procter LLP, Boston, MA for defendants.

    Case Number: 2022-0624-MTZ

    Corwin cleansing could not apply to injunctive relief claim against entrenching/defensive measures in stockholders' agreement, and plaintiffs alleged sufficient facts to support inference that company board negotiated those measures for itself to protect against stockholder activism.

  • LPPAS Representative, LLC v. ATH Holding Co., LLC

    Publication Date: 2023-05-16
    Practice Area: Mergers and Acquisitions
    Industry: Federal Government | Health Care | Insurance
    Court: Court of Chancery
    Judge: Chancellor McCormick
    Attorneys: For plaintiff: Kelly L. Freund, Michelle Morgan, DLA Piper LLP, Wilmington, DE; A. Thompson Bayliss, E. Wade Houston, Peter C. Cirka, Abrams & Bayliss LLP, Wilmington, DE for plaintiffs.
    for defendant: Kevin M. Coen, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Thomas Uebler, McCollum D’Emilio Smith Uebler LLC, Wilmington, DE; Glenn M. Kurtz, Elizabeth Stainton, White & Case LLP, New York, NY for defendants.

    Case Number: 2020-0241-KSJM

    Where indemnification provision in company purchase agreement gave sellers the right to participate in the defense of third-party claims brought by government regulators, purchasers breached those rights by unilaterally negotiating a tolling agreement with regulators.