• Harrison Metal Capital III, L.P. v. Math

    Publication Date: 2024-04-08
    Practice Area: Corporate Governance
    Industry: E-Commerce | Investments and Investment Advisory | Software
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: A. Thompson Bayliss, Eric A. Veres, Abrams & Bayliss LLP, Wilmington, DE for plaintiff.
    for defendant: Catherine A. Gaul, Samuel M. Gross, Ashby & Geddes, Wilmington, DE; Bruce L. Silverstein, Malibu, CA for defendants.

    Case Number: 2022-0261-PAF

    Litigation demand not futile where directors who would give plaintiff a majority lacked any personal or professional connection to the interested controller sufficient to call the directors' independence into question.

  • In re: WindMIL Therapeutics, Inc.

    Publication Date: 2024-03-26
    Practice Area: Creditors' and Debtors' Rights
    Industry: Biotechnology
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Adam Hiller, Hiller Law, LLC, Wilmington, DE
    for defendant: Patrick Costello, Vectis Law, Redwood City, CA for assignee.

    Case Number: 2023-1294-PAF

    Court denied assignee's motion to appoint appraisers and fix a bond where assignee failed to file a timely inventory and obtained appraisers without court approval.

  • Klein v. Sussman

    Publication Date: 2024-02-12
    Practice Area: Corporate Governance
    Industry: Construction | Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Gary E. Junge, Scott E. Chambers, Schmittinger & Rodriguez, P.A., Dover, DE for plaintiff.
    for defendant: Donald L. Gouge, Jr., Donald L. Gouge, Jr., LLC, Wilmington, DE for defendants.

    Case Number: 2020-0189-PAF

    Court found that parties agreed to LLC agreement naming them equal members and co-managers, based on the parties' course of conduct following agreement that was consistent with the material terms of the agreement.

  • Doubleline Capital GP LLC v. Barach

    Publication Date: 2024-02-05
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Thomas W. Briggs, Jr., Morris Nichols Arsht & Tunnell LLP, Wilmington, DE; Laura D. Smolowe, John M. Gildersleeve, Sara H. Worth, Munger, Tolles & Olson LLP, Los Angeles, CA for plaintiffs.
    for defendant: Michael A. Barlow, Quinn, Emanuel, Urquhart & Sullivan, LLP, Wilmington, DE; Steven G. Madison, Joseph Sarles, William Pilon, Quinn, Emanuel, Urquhart & Sullivan, LLP, Los Angeles, CA for defendants.

    Case Number: 2022-0415-PAF

    Court affirmed arbitration award where defendants failed to present evidence sufficient to show that the arbitral panel's interpretation of the parties' agreements was palpably incorrect.

  • Icahn Partners LP v. deSouza

    Publication Date: 2024-01-29
    Practice Area: Mergers and Acquisitions
    Industry: Biotechnology | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: C. Barr Flinn, M. Paige Valeski, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Peter J. Walsh, Jr., Michael A. Pittenger, Justin T. Hymes, Potter Anderson & Corroon LLP, Wilmington, DE for plaintiffs.
    for defendant: A. Thompson Bayliss, Eric A. Veres, Michael T. Manuel, Abrams & Bayliss LLP, Wilmington, DE for defendants.

    Case Number: 2023-1045-PAF

    Court struck pleadings based on confidential corporate information where information was supplied by director nominated by stockholder although the stockholder did not have a contractual right to designate the director and the director did not serve as the stockholder's fiduciary on the board.

  • 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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  • Petrleos de Venezuela, S.A. v. PDV Holding, Inc.

    Publication Date: 2023-12-11
    Practice Area: Corporate Governance
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Kenneth J. Nachbar, Susan W. Waesco, Alexandra Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for plaintiff.
    for defendant: Samuel T. Hirzel, II, Jamie L. Brown, Aaron M. Nelson, Gillian L. Andrews, Brendan Patrick McDonnell, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; Joseph D. Pizzurro, Kevin A. Meehan, Juan O. Perla, Aubre G. Dean, Allesandra D. Tyler, Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, NY for defendant.

    Case Number: 2023-0778-PAF

    Court set nominal bond as a condition for ordering the reissuance of a stock certificate, where there was no dispute over ownership of the stock and a low likelihood that the original certificate had been transferred or pledged, and where the corporation's liability for the certificate was limited by law to the value of the bond.

  • Barbey v. Cerego, Inc.

    Publication Date: 2023-10-16
    Practice Area: Corporate Governance
    Industry: E-Commerce | Non-Profit
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Neil R. Lapinski, Phillip A. Giordano, Madeline R. Silverman, Gordon, Fournaris & Mammarella, P.A., Wilmington, DE for plaintiffs.
    for defendant: Kenneth H. Young, intervenor, pro se.

    Case Number: 2022-0107-PAF

    Finding that plaintiffs had not demonstrated that board action was required to authorize defendant's wholly owned subsidiary's tender offer that resulted in its becoming defendant's majority stockholder, the court concluded that plaintiffs had not satisfied their burden to invalidate individual plaintiff's removal as a director of defendant's board.

  • Sorrento Therapeutics, Inc. v. Mack

    Publication Date: 2023-09-18
    Practice Area: Contracts
    Industry: Pharmaceuticals
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Kevin M. Coen, Alexandra M. Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Jamie L. Wine, Steven N. Feldman, Latham & Watkins LLP, New York, NY; Matthew W. Walch, Russell Mangas, Latham & Watkins LLP, Chicago, IL for plaintiffs.
    for defendant: Elizabeth A. Sloan, Brittany M. Giusini, Fred DeRitis, Ballard Spahr LLP, Wilmington, DE; Paul Lantieri III, Ballard Spahr LLP, Philadelphia, PA; Stephen B. Brauerman, Justin C. Barrett, Bayard, P.A., Wilmington, DE for defendants.

    Case Number: 2021-0210-PAF

    Company president was liable for breaching his non-compete and fiduciary duties where the evidence supported finding that he diverted business opportunities to a competing company he founded.

  • Hammann v. Adamis Pharm. Corp.

    Publication Date: 2023-09-04
    Practice Area: Corporate Governance
    Industry: Pharmaceuticals
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Jerald Hammann, plaintiff pro se.
    for defendant: Rolin P. Bissell, James M. Yoch, Jr., Alberto E. Chávez, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Michael C. Holmes, Robert P. Ritchie, Jeremy R. Gonzalez, Vinson & Elkins L.L.P., Dallas, TX for defendants.

    Case Number: 2021-0506-PAF

    Stockholder's action to invalidate board election was moot where directors had completed their terms and the company had elected a new board.

  • 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.