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  • Shareholder Representative Serv. LLC v. RSI Holdco, LLC

    Publication Date: 2019-06-05
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Rudolf Koch, Susan M. Hannigan and Matthew W. Murphy, Richards, Layton & Finger, P.A., Wilmington, DE; Christopher F. Robertson and Alison K. Eggers, Seyfarth Shaw LLP, Boston, MA for plaintiffs and third-party defendants
    for defendant: John P. DiTomo and Jarrett W. Horowitz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Roberto M. Braceras, Adam Slutsky and Ezekiel L. Hill, Goodwin Procter LLP, Boston, MA for defendants/third-party plaintiffs
    Case Number: D68588

    In this merger litigation, defendants named only some stockholders in their third-party complaint, but the court dismissed de-fendants' request for rescission because all of the stockholders were indispensable parties. Defendants' unjust enrichment claim survived a motion to dismiss.

  • Mehta v. Mobile Posse, Inc.

    Publication Date: 2019-05-22
    Practice Area: Mergers and Acquisitions
    Industry: Advertising | Investments and Investment Advisory | Software
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Marcus E. Montejo and John G. Day, Prickett, Jones & Elliott, P.A., Wilmington, DE for plaintiff.
    for defendant: Rafael X. Zahralddin and Jonathan M. Stemerman, Elliott Greenleaf, P.C., Wilmington, DE for defendants.
    Case Number: D68470

    In this case involving a corporate merger, the company and its board were not entitled to judgment on the pleadings where they did not comply with statutory notice requirements regarding appraisal rights.

  • AlixPartners, LLP v. Benichou

    Publication Date: 2019-05-22
    Practice Area: Intellectual Property | Trade Secrets
    Industry: Consulting
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Bradley R. Aronstam, Eric D. Selden, and R. Garrett Rice, Ross Aronstam & Moritz LLP, Wilmington, DE; Robert S. Berezin and Nicholas J. Pappas, Weil, Gotshal & Manges, LLP, New York, NY for plaintiffs.
    for defendant: John P. DiTomo, Matthew R. Clark, and Barnaby Grzaslewicz, Morris, Nicholds, Arsht & Tunnell LLP, Wilmington, DE for defendant.
    Case Number: D68466

    The court adopted the narrow version of liability under the Computer Fraud and Abuse Act, which only imposed liability for unauthorized access of computer systems, rather than for misuse of computer systems and files that were otherwise accessed under proper authorization.

  • NASDI Holdings, LLC v. N. Am. Leasing, Inc.

    Publication Date: 2019-04-24
    Practice Area: Mergers and Acquisitions
    Industry: Construction
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Brian C. Ralston and Matthew A. Golden, Potter Anderson & Corroon LLP, Wilmington, DE; Michael Dockterman, Steptoe & Johnson, LLP, Chicago, IL for plaintiffs.
    for defendant: Joseph B. Cicero, Paul D. Brown, and Stephanie H. Dallaire, Chipman Brown Cicero & Cole, LLP, Wilmington, DE; Mark L. McAlpine, Douglas W. Eyre, McAlpine PC, Auburn Hills, MI for defendants.
    Case Number: D68536

    Plaintiffs were entitled to summary judgment on their breach of contract claim and defendants' affirmative defenses where plaintiffs' contractual notice obligation did not apply to its claim for indemnification, plaintiffs had no duty to mitigate prior to defendants' breach, and unclean hands was not a defense to a purely legal claim for breach.

  • Batty v. UCAR Int'l, Inc.

    Publication Date: 2019-04-17
    Practice Area: Labor Law
    Industry: Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Charles A. McCauley III, Offit Kurman, P.A., Wilmington, DE for plaintiff.
    for defendant: Bradley R. Aronstam, Eric D. Selden, Ross Aronstam & Moritz LLP, Wilmington, DE for defendants.
    Case Number: D68527

    Breach of severance agreement claim not dismissed where both parties offered reasonable interpretations of contractual language setting forth the types of compensation employee was entitled to upon severance.

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  • Silver Management Group, Inc. v. AdvisorEngine Inc.

    Publication Date: 2019-04-03
    Practice Area: Contractual Disputes | Fee Disputes
    Industry: Investments and Investment Advisory | Software
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Raymond J. DiCamillo, Jeffrey L. Moyer and Nicole K. Pedi, Richards, Layton & Finger, P.A., Wilming-ton, DE for plaintiff.
    for defendant: David J. Teklits and Coleen W. Hill, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Gene W. Lee, Perkins Coie LLP, New York for defendant.
    Case Number: D68515

    The plain language of the parties' agreement excluded certain items from the licensing fee calculation and a party's attempt to terminate a contract was ineffective, so the court granted summary judgment on those matters.

  • Ray Beyond Corp. v. Trimaran Fund Mgmt., L.L.C.

    Publication Date: 2019-02-20
    Practice Area: Contractual Disputes | Mergers and Acquisitions
    Industry: Education | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Kenneth J. Nachbar and Sabrina M. Hendershot, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Phillip A. Geraci, Aaron F. Miner and Harry K. Fidler, Arnold & Porter Kaye Scholer LLP, New York, NY for plaintiff and third-party defendant.
    for defendant: Robert S. Saunders, Jenness E. Parker, Lauren N. Rosenello and Jessica M. Jones, Skadden, Arps, Slate, Meagher & Flom, LLP, Wilmington, DE for defendant.
    Case Number: D68467

    A party was not entitled to specific enforcement of a provision for expert determination where the parties' dis-pute involved an issue outside the expert's area of expertise.

  • CHC Inv., LLC v. FirstSun Capital Bancorp

    Publication Date: 2019-02-06
    Practice Area: Corporate Entities | Discovery
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: James D. Taylor, Jr., Saul Ewing Arnstein & Lehr LLP, Wilmington, DE; Michael C. Manning, Jeffrey J. Goulder, Stefan M. Palys, and Christy M. Milliken, Stinson Leonard Street LLP, Phoenix, AZ for plaintiff.
    for defendant: Jon E. Abramczyk, William M. Lafferty, and Sabrina M. Hendershot, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Lawrence Portnoy and Julia Kiechel, Davis Polk & Wardwell LLP, New York, NY for defendant.
    Case Number: D68447

    Section 220 complaint was dismissed after stockholder had filed plenary action against corporation and could not demonstrate timing pressures created by defendant or need to discover additional information following a dismissal without prejudice.