• Alchemy LTD LLC v. FANchise League Co., LLC

    Publication Date: 2023-07-31
    Practice Area: Contracts
    Industry: Entertainment and Leisure
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: F. Troupe Mickler IV, Ashby & Geddes, P.A., Wilmington, DE; Edgar G. Sargent, Susman Godfrey L.L.P., Seattle, WA for plaintiff.
    for defendant: Sarah E. Delia, McCarter & English, LLP, Wilmington, DE for defendant.

    Case Number: 2021-0476-LWW

    Plaintiff's motion for summary judgment to enforce an option right for which it bargained to pay $1,000 but did not make payment was denied and defendant's cross-motion for summary judgment was granted.

  • Bruckel v. Tauc Holdings, LLC

    Publication Date: 2023-07-31
    Practice Area: Corporate Governance
    Industry: Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Ethan H. Townsend, Kevin M. Regan, McDermott Will & Emory LLP, Wilmington, DE; Jennifer Aronoff, McDermott Will & Emory LLP, Chicago, IL; Megan E. Thibert-Ind, Manatt, Phelps & Phillips, LLP, Chicago, IL for plaintiff.
    for defendant: Ronald N. Brown, III, Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; James C. Bookhout, Mallory Biblo, DLA Piper LLP (US), Dallas, TX for defendant.

    Case Number: 2021-0579-MTZ

    The court granted plaintiff's motion for civil contempt and sanctions and shifted plaintiff's fees to defendant upon finding that defendant had "contemptuously" failed to fully and timely produce ordered documents.

  • 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.

  • 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.

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    New York Attorney Discipline: Practice and Procedure 2024

    Authors: Hal R. Lieberman, J. Richard Supple, Jr., Harvey Prager

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  • Sternlicht v. Hernandez

    Publication Date: 2023-06-27
    Practice Area: Corporate Governance
    Industry: Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: John M. Seaman, April M. Ferraro, Abrams & Bayliss LLP, Wilmington, DE; Adrienne Ward, Lori Marks-Esterman, Olshan Frome Wolosky LLP, New York, NY; John M. Seaman, April M. Ferraro, Abrams & Bayliss LLP, Wilmington, DE; Tariq Mundiya, Richard Li, Willkie Farr & Gallagher LLP, New York, NY for plaintiffs.
    for defendant: Blake Rohrbacher, Kevin M. Gallagher, Matthew W. Murphy, Nicole M. Henry, Jordan L. Cramer, Sandy Xu, Mari Boyle, Edmond S. Kim, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE for defendants.

    Case Number: 2023-0477-PAF

    Court declined to enjoin advance notice bylaw where company did not have radical change in operations and plaintiff stockholders' delay contributed to their inability to timely present a slate of directors for the annual meeting.

  • Optimiscorp v. Atkins

    Publication Date: 2023-06-13
    Practice Area: Corporate Governance
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Theodore A. Kittila, William E. Green, Jr., Halloran Farkas + Kittila LLP, Wilmington, DE for plaintiff.
    for defendant: Stephen B. Brauerman, Sarah T. Andrade, Megan A. McGovern, Bayard, PA, Wilmington, DE for defendant.

    Case Number: 2020-0183-MTZ

    Stockholders who pursued a derivative claim breached fiduciary duties to company by withholding the award in that claim, since derivative plaintiffs served as company agents rather than directors entitled to have their conduct reviewed under gross negligence or business judgment rule standards.

  • 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.