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Publication Date: 2022-06-14
Practice Area: Corporate Governance
Industry: Biotechnology
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Stephen C. Norman, David A. Seal, Potter Anderson & Corroon LLP, Wilmington, DE; Eric Landau, Travis Biffar, Ellenoff Grossman & Schole LLP, Irvine, CA for petitioners.
for defendant: Corinne E. Amato, Mary S. Thomas, John G. Day, Christine N. Lafferty, Prickett, Jones & Elliott, P.A., Wilmington, DE; Marc P. Miles, Kristy A. Schlesinger, Shook, Hardy & Bacon L.L.P., Irvine, CA for respondent.
Case Number: D69846
Court affirmed validity of stockholder consent where evidence was insufficient to establish that purported equity issuances were valid and therefore diluted the ownership interest of the stockholders voting in favor of the consent.
Publication Date: 2022-06-14
Practice Area: Corporate Governance
Industry: Manufacturing | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Stacey A. Scrivani, Stevens & Lee, P.C., Wilmington, DE for plaintiff.
for defendant: Joanna J. Cline, Christopher B. Chuff, Emily L. Wheatley, Troutman Pepper Hamilton Sanders LLP, Wilmington, DE for defendants.
Case Number: D69850
Direct corporate claims were equitably tolled under statute of limitations where plaintiff, who had superior information rights as member and manager, sufficiently alleged that controller had intentionally manipulated operations and financial records to conceal misconduct.
Publication Date: 2022-06-07
Practice Area: Mergers and Acquisitions
Industry: Food and Beverage | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Stephen E. Jenkins, Richard D. Heins, Ashby & Geddes, Wilmington, DE; Donald J. Enright, Elizabeth K. Tripodi, Brian D. Stewart, Levi & Korsinsky, LLP, Washington, D.C.; D. Seamus Kaskela, Kaskela Law LLC, Newtown Square, PA for plaintiffs.
for defendant: Brock E. Czeschin, Richards, Layton & Finger, P.A., Wilmington, DE; John P. Stigi III, Sheppard, Mullin, Richter, & Hampton LLP, Los Angeles, CA for defendants.
Case Number: D69840
Breach of fiduciary claims not dismissed where director who later pled conflict of interest continued to participate in board discussions over merger.
Publication Date: 2022-05-17
Practice Area: Mergers and Acquisitions
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Nathan A. Cook, Block & Leviton LLP, Wilmington, DE; Kurt M. Heyman, Aaron M. Nelson, Melissa N. Donimirski, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; Jason M. Leviton, Joel A. Fleming, Lauren G. Milgroom, Block & Leviton LLP, Boston, MA; Gregory V. Varallo, Andrew E. Blumberg, Bernstein Litowitz Berger & Grossmann LLP, Wilmington, DE; Alla Zayenchik, Thomas James, Bernstein Litowitz Berger & Grossmann LLP, New York, NY for plaintiffs.
for defendant: David C. McBride, Martin S. Lessner, James M. Yoch, Jr., Paul J. Loughman, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; William Savitt, Ryan A. McLeod, Anitha Reddy, Adam M. Gogolak, David E. Kirk, Zachary M. David, Wachtell, Lipton, Rosen & Katz, New York, NY; Peter J. Walsh, Jr., Brian C. Ralston, Tyler J. Leavengood, Jaclyn C. Levy, Potter Anderson & Corroon LLP, Wilmington, DE; Richard B. Harper, Baker Botts LLP, New York, NY; Thomas E. O’Brien, Baker Botts LLP, Dallas, TX for defendants.
Case Number: D69818
Summary judgment on director fiduciary claims denied where the evidence was not so overwhelming for the court to find, as a matter of law, that a majority of directors were independent and thus the board could exercise its business judgment to enter into challenged transactions.
Publication Date: 2022-05-10
Practice Area: Corporate Governance
Industry: Health Care
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Stephen E. Jenkins, Tiffany Geyer Lydon, Ashby & Geddes, P.A., Wilmington, DE; Gregory Mark Nespole, Daniel Tepper, Correy A. Kamin, Ryan C. Messina, Levi & Korsinsky, LLP, New York, NY for plaintiff.
for defendant: Francis G.X. Pileggi, Cheneise V. Wright, Lewis Brisbois Bisgaard & Smith LLP, Wilmington, DE; Gary A. Orseck, Matthew M. Madden, Jason A. Shaffer, Kramer Levin Robbins Russell, Washington, D.C. for defendants.
Case Number: D69809
The court found that plaintiff's complaint that challenged equity grants made to directors would be reviewed under the entire fairness standard and withstood a motion to dismiss.
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Authors: Jonathan H. Lomurro, Gary L. Riveles, Abbott S. Brown
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Publication Date: 2022-05-10
Practice Area: Contracts
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Michael W. McDermott, Peter C. McGivney, Berger Harris LLP, Wilmington, DE for plaintiffs.
for defendant: James D. Taylor, Jr., Saul Ewing Arnstein & Lehr LLP, Wilmington, DE; Joseph L. Manson III, Law Offices of Joseph L. Manson III, Alexandria, VA for defendants.
Case Number: D69807
The court found that director defendant named in a shareholder derivative suit was not entitled to indemnification for his defense costs because the settlement agreement he negotiated did not constitute success on the merits.
Publication Date: 2022-05-03
Practice Area: Real Estate
Industry: Real Estate
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Dean A. Campbell, Law Office of Dean A. Campbell, P.A., Milton, DE for plaintiffs.
for defendant: Richard E. Berl, Jr., Hudson, Jones, Jaywork & Fisher, LLC, Lewes, DE for defendants.
Case Number: D69800
Condominium owners' action for declaratory judgment and injunctive relief failed where they failed to show that their rights under the condominium's governing documents had been irreparably impaired by the HOA's actions.
Publication Date: 2022-04-26
Practice Area: Contracts
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Stephen B. Brauerman, Jason C. Jowers, Sarah T. Andrade, Justin C. Barrett, Bayard P.A. Wilmington, DE for plaintiffs.
for defendant: Rudolf Koch, Kyle Lachmund, Richards, Layton & Finger, P.A., Wilmington, DE; Daniel Lynch, Lynch Thompson LLP, Chicago, IL for defendant.
Case Number: D69790
The court held that any harm incurred by plaintiffs by allowing the forum selection cause issue to be litigated in Illinois was of their own making such that plaintiffs should not be allowed to enjoin the Illinois action.
Publication Date: 2022-04-19
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Eric D. Selden, Anthony M. Calvano, Ross Aronstam & Moritz LLP, Wilmington, DE; Cameron M. Hancock, Adam D. Wahlquist, Kirton McConkie, Salt Lake City, UT for plaintiffs.
for defendant: Peter B. Ladig, Bayard, P.A., Wilmington, DE; Mark A. Harmon, Erin N. Teske, Hodgson Russ LLP, New York, NY; P. Clarkson Collins, Jr., K. Tyler O'Connell, Morris James LLP, Wilmington, DE; Anna Rotman, Kirkland & Ellis LLP, Houston, TX for defendants.
Case Number: D69783
The court, in this diverted merger consideration case, determined that defendant was not bound by a contract's forum selection clause because it was not a party to the contract and did not have sufficient contacts with Delaware to confer jurisdiction under the long-arm statute.
Publication Date: 2022-04-19
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Software
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Douglas E. McCann, Joseph B. Warden, Kelly Allenspach Del Dotto, Fish & Richardson P.C., Wilmington, DE for plaintiff.
for defendant: Kenneth J. Nachbar, Thomas P. Will, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Richard T. Marooney, Brent P. Ray, Allison Altersohn, Matthew Bush, King & Spalding LLP, New York, NY for defendant.
Case Number: D69782
The court held that the acquisition of defendant by a third-party constituted an attempted assignment, that plaintiff did not withhold consent unreasonably, and that the assignment to the third party that defendant attempted was a nullity.
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