• CCSB Fin. Corp. v. Totta

    Publication Date: 2023-07-31
    Practice Area: Corporate Governance
    Industry: Financial Services and Banking | Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Seitz
    Attorneys: For plaintiff: Kevin J. Connors, Aaron E. Moore, Marshall Dennehey Warner Coleman & Goggin, Wilmington, DE; Michael H. McGinley, Rick S. Horvath, Stuart T. Steinberg, Dechert LLP, Philadelphia, PA; Brett A. Scher, Patrick M. Kennell, Kaufman Dolowich & Voluck, LLP, New York, NY for appellant.
    for defendant: Kevin H. Davenport, Eric J. Juray, John G. Day, Prickett, Jones & Elliott, P.A., Wilmington, DE for appellees.

    Case Number: 2021-0173

    Chancery court correctly disregarded corporate charter provision deeming board action "conclusive and binding" where the provision had the effect of exculpating directors from liability for breaching their duty of loyalty to the corporation.

  • Henry v. Wilmington Trust NA

    Publication Date: 2023-07-24
    Practice Area: Labor Law
    Industry: Investments and Investment Advisory | Manufacturing
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Chagares
    Attorneys: For plaintiff: Sarah M. Adams, Michael J. Prame, Groom Law Group Chartered, Washington, DC; Mark A. Nebrig, Moore & Van Allen, Charlotte, NC; Kevin J. Connors, Marshall Dennehey Warner Coleman & Goggin, P.C., Wilmington, DE for appellants.
    for defendant: Daniel Feinberg, Feinberg Jackson Worthman & Wasow, Berkeley, CA; David A. Felice, Bailey & Glasser LLP, Wilmington, DE. Ryan T. Jenny, Gregory Y. Porter, Bailey & Glasser LLP, Washington, D.C.; Peter K. Stris, Rachana A. Pathak, John R. Stokes, Stris & Maher LLP, Los Angeles, CA; Tillman J. Breckenridge, Stris & Maher LLP, Washington, DC for appellee.

    Case Number: 21-2801

    Nonseverable class action waiver in ESOP plan's arbitration provision rendered provision unenforceable where waiver barred plan participants from pursuing remedies authorized by ERISA.

  • City of Warren Police & Fire Ret. Sys. v. Prudential Fin., Inc.

    Publication Date: 2023-07-17
    Practice Area: Securities Litigation
    Industry: Insurance | Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Phipps
    Attorneys: For plaintiff: Joseph D. Daley, Robbins Geller Rudman & Dowd, San Diego, CA; Peter S. Pearlman, Cohn Lifland Pearlman Herrmann & Knopf, Saddle Brook, NJ; Daniel J. Pfefferbaum, Shawn A. Williams, Robbins Geller Rudman & Dowd, San Francisco, CA; Douglas Wilens, Robbins Geller Rudman & Dowd, Boca Raton, FL for appellant.
    for defendant: David D. Cramer, Tricia B. O’Reilly, Walsh Pizzi O’Reilly & Falanga, Newark, NJ; Maeve L. O’Connor, Susan R. Gittes, Aasiya F.M. Glover, Debevoise & Plimpton, New York, NY for appellees.

    Case Number: 21-1147

    Stockholder sufficiently alleged false or misleading corporate statements where life insurance company reported normal or slightly negative mortality experience only weeks prior to announcing massive increase in reserves, and stockholder had confidential internal information indicating the company had already been contemplating increasing reserves.

  • Restanca, LLC v. House of Lithium, Ltd.

    Publication Date: 2023-07-17
    Practice Area: Mergers and Acquisitions
    Industry: E-Commerce | Investments and Investment Advisory | Transportation
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Daniel A. Mason, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE; Bruce Birenboim, Jaren Janghorbani, Paul A. Paterson, Kristina A. Bunting, Jonathan C. Day, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY for plaintiffs.
    for defendant: Daniel M. Silver, Sarah E. Delia, Travis J. Ferguson, Shannon D. Humiston, McCarter & English, LLP for defendant.

    Case Number: 2022-0690-PAF

    Although parties entered binding acquisition agreement, buyer was not obligated to close where seller had yet to meet condition precedent to obtain agreements from all its stockholders to tender their equity.

  • Anderson v. Magellan Health, Inc.

    Publication Date: 2023-07-17
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory | Legal Services
    Court: Court of Chancery
    Judge: Chancellor McCormick
    Attorneys: For plaintiff: Ryan M. Ernst, Bielli & Klauder, LLC, Wilmington, DE; Michael A. Rogovin, Weiss Law, Atlanta, GA for plaintiff
    for defendant: Paul J. Lockwood, Arthur R. Bookout, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendant.

    Case Number: 2021-0202-KSJM

    Supplemental proxy disclosures that were only marginally helpful to shareholders and were not clearly material to their analysis only supported a minimal award of legal fees and costs to plaintiff stockholder.

  • Law Journal Press | Digital Book

    Wrongful Use of Civil Proceedings and Related Torts in Pennsylvania, Second Edition

    Authors: George Bochetto, David P. Heim, John A. O’Connell, Robert S. Tintner

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  • Intrepid Inv., LLC v. London Bay Capital, LLC

    Publication Date: 2023-07-03
    Practice Area: Creditors' and Debtors' Rights
    Industry: Financial Services and Banking | Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Cook
    Attorneys: For plaintiff: C. Barr Flinn, James M. Yoch, Jr., M. Paige Valeski, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE for plaintiff.
    for defendant: Brock E. Czeschin, Angela Lam, John M. O’Toole, Richards, Layton & Finger, P.A., Wilmington, DE; Patricia L. Enerio, Aaron M. Nelson, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; John M. Lundin, Niall D. Ó Murchadha, Cynthia L. Botello, Lundin PLLC, New York, NY; John A. Sensing, Potter Anderson & Corroon LLP, Wilmington, DE for defendants.

    Case Number: 12077-NAC

    Adverse judgment in related action between the parties did not compel dismissal of plaintiff's aiding and abetting breach of fiduciary duty and unjust enrichment claims where those claims went beyond the scope of the intercreditor agreement that another state's court concluded precluded plaintiff from recovering for default on its note.

  • LCT Capital, LLC v. NGL Energy Partners LP

    Publication Date: 2023-07-03
    Practice Area: Contracts
    Industry: Energy | Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Clark
    Attorneys: For plaintiff: John L. Reed, Daniel P. Klusman, Peter H. Kyle, DLA Piper, LLP, Wilmington, DE; Michael D. Hynes, Emma Kramer Jones, DLA Piper, New York, NY; Benjamin D. Schuman, Ellen E. Dew, DLA Piper, LLP, Baltimore, MD for plaintiff.
    for defendant: Steven T. Margolin, Lisa Z. Brown, Samuel L. Moultrie, Bryan T. Reed, Greenberg Traurig LLP, Wilmington, DE; Hal S. Shaftel, Daniel Friedman, Greenberg Traurig LLP, New York, NY for defendants.

    Case Number: N15C-08-109 JJC CCLD

    Court declined to award prevailing plaintiff reimbursement of special discovery master and mediation fees where such fees fell within the category of pre-trial costs that each party was expected to bear on its own, as there was no evidence that defendant acted in bad faith or engaged in litigation misconduct.

  • In re: Mabvax Therapeutics Holdings, Inc.

    Publication Date: 2023-06-27
    Practice Area: Bankruptcy
    Industry: Biotechnology | Investments and Investment Advisory
    Court: U.S. Bankruptcy Court
    Judge: Judge Dorsey
    Attorneys: For plaintiff:
    for defendant:

    Case Number: 19-10603 (JTD)

    Plan administrator who was former common stockholder was not obligated to be disinterested and did not have interests unaligned with those of former preferred stockholders in recovering assets belonging to debtors.

  • In re: Samson Res. Corp.

    Publication Date: 2023-06-27
    Practice Area: Bankruptcy
    Industry: Investments and Investment Advisory
    Court: U.S. Bankruptcy Court
    Judge: Judge Shannon
    Attorneys: For plaintiff: Michael J. Farnan, Farnan LLP, Wilmington, DE; J. Christopher Shore, Colin T. West, White & Case, LLP, New York, NY for plaintiff.
    for defendant: Michael S. Neiberg, Young, Conaway, Stargatt & Taylor, LLP, Wilmington, DE; Sabina Willett, Morgan Lewis & Bockius LLP, Boston, MA; David M. Stern, KTBS Law LLP, Los Angeles, CA for defendants.

    Case Number: 15-11934 (BLS)

    Suit to recover proceeds of the sale of debtor as a fraudulent transfer failed where the acquisition negotiations were fair and conducted at arms-length, since the seller was entitled to sell the company for as much as they could get and the buyer was free to negotiate what it considered a fair price, even though in hindsight the purchase price seemed overinflated as it placed an unsustainable amount of debt on the company.

  • In re Tesla Motors, Inc. Stockholder Litig.

    Publication Date: 2023-06-20
    Practice Area: Mergers and Acquisitions
    Industry: Automotive | Energy | Investments and Investment Advisory
    Court: Delaware Supreme Court
    Judge: Justice Valihura
    Attorneys: For plaintiff: Jay W. Eisenhofer, Christine M. Mackintosh, Kelly L. Tucker, Vivek Upadhya, Grant & Eisenhofer P.A., Wilmington, DE; Michael Hanrahan, Kevin H. Davenport, Samuel L. Closic, Prickett, Jones & Elliott, P.A., Wilmington, DE; Daniel L. Berger, Grant & Eisenhofer P.A., New York, NY; Lee D. Rudy, Eric L. Zagar, Justice O. Reliford, Matthew Benedict, Kessler Topaz Meltzer & Check, LLP, Radnor, PA; Randall J. Baron, David T. Wissbroecker, Robbins Gellar Rudman & Dowd LLP, San Diego, CA for appellants.
    for defendant: David E. Ross, Garrett B. Moritz, Ross Aronstam & Moritz LLP, Wilmington, DE; Evan R. Chesler, Daniel Slifkin, Vanessa A. Lavely, Cravath, Swaine & Moore LLP, New York, NY for appellee.

    Case Number: 181, 2022

    Chancery court correctly found acquisition of company partially owned by controlling stockholder was entirely fair where stockholder recused himself from shareholder vote, the board operated independently, and evidence demonstrated that the acquired company had value from long-term cash flows and was not worthless due to being insolvent.