• A&J Capital, Inc. v. Law Office of Krug

    Publication Date: 2019-02-13
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Kurt M. Heyman, Melissa N. Donimirski, and Elizabeth A. DeFelice, Heyman Enerio Gattuso & Hirzel, LLP, Wilmington, DE for plaintiff.
    for defendant: Stephen B. Brauerman and Sara E. Bussiere, Bayard, P.A., Wilmington, DE; Craig H. Marcus, Glaser Weil Fink Howard Avchen & Shapiro LLP, Los Angeles, CA for defendant.

    Case Number: D68454

    Members erred in removing manager where manager specifically bargained for a "for cause" removal standard and members lacked cause to remove manager.

  • Sheldon v. Pinto Tech. Ventures, L.P.

    Publication Date: 2019-02-06
    Practice Area: Corporate Governance | Securities Litigation
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Thad J. Bracegirdle and Scott B. Czerwonka, Wilks, Lukoff & Bracegirdle, LLC, Wilmington, DE; Jeff Joyce, Joyce & McFarland LLP, Houston, TX for plaintiffs.
    for defendant: Brian C. Ralston and Jacqueline A. Rogers, Potter Anderson Corroon LLP, Wilmington, DE; Danny Da-vid and Rebecca Huddle, Baker Botts LLP, Houston, TX for defendants Terry and Walker. Bruce E. Jameson and Samuel L. Closic, Prickett, Jones & Elliott, P.A., Wilmington, DE; B. Russell Horton, George Brothers Kincaid & Horton, L.L.P., Austin, TX for Pinto Tech., RiverVest and Bay City Capital defendants.

    Case Number: D68451

    Defendants' successful effort to enforce a forum selection clause in the court of another state did not preclude them from arguing that a shareholder action was derivative.

  • Delaware Law Weekly

    Del. Chancery Court Gives Plaintiffs Second Chance in Derivative Case Stemming From Oil Spill

    February 01, 2019

    Vice Chancellor Tamika Montgomery-Reeves ruled Thursday that the complaint from investor Inter-Marketing Group USA failed to establish demand futility by alleging that a majority of the Plains board likely faced personal liability in connection with the spill.

  • Schnatter v. Papa John's Int'l, Inc.

    Publication Date: 2019-01-30
    Practice Area: Corporate Governance
    Industry: Food and Beverage
    Court: Court of Chancery
    Judge: Chancellor Bouchard
    Attorneys: For plaintiff: Peter B. Ladig, Brett M. McCartney and Elizabeth A. Powers, Bayard, P.A. Wilmington, DE; Garland A. Kelley, Glaser Weil LLP, Los Angeles, CA for plaintiff.
    for defendant: Blake Rohrbacher, Robert L. Burns, Brian F. Morris and Kevin M. Regan, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.

    Case Number: D68444

    A company failed to demonstrate that a director's request for records was made for an improper purpose, so the court required the company to provide relevant documents, including emails and text messages.

  • Delaware Law Weekly

    Del. Federal Judge Allows Investor Claims to Proceed Against Navient

    January 30, 2019

    A Delaware federal judge ruled Tuesday that Navient Corp., one of that nation's largest servicers of student loans, must face claims that it had pumped up its stock price by hiding serious problems with its loan portfolio and other risks from investors.

  • The Recorder

    Far From 'Slam Dunk,' Google Shareholder Suits Latest in Wave of #MeToo Derivative Actions

    January 14, 2019

    Alphabet has been hit with a pair of shareholder derivative suits claiming that board members hurt shareholder value by covering up a lengthy pattern of gender discrimination and sexual harassment perpetrated by Google executives.

  • In re Fitbit, Inc. Stockholder Derivative Litig.

    Publication Date: 2018-12-26
    Practice Area: Corporate Governance
    Industry: Consumer Products | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Peter B. Andrews, Craig J. Springer and David M. Sborz, Andrews & Springer LLC, Wilmington, DE; Jessica Zeldin of Rosenthal, Monhait & Goddess, P.A., Wilmington, DE, Melinda A. Nicholson and Michael R. Robinson, Kahn Swick & Foti, LLC, Madisonville, LA; Robert C. Schubert of Schubert Jonckheer & Kolbe LLP, San Francisco, CA; Edward F. Haber of Shapiro Haber & Urmy LLP, Boston, MA for plaintiffs.
    for defendant: Elena C. Norman, Young Conaway Stargatt & Taylor, LLP; Wilmington, DE; Jordan Eth, Anna Erickson White and Ryan M. Keats, Morrison & Foerster LLP, San Francisco, CA for defendants.

    Case Number: D68405

    Plaintiffs demonstrated demand futility, and their allegations were sufficient to state a claim against the company's board of directors for breach of fiduciary duty.

  • Delaware Law Weekly

    Moore, Del. Supreme Court Justice and Seminal Voice on Corporate Law, Dies at 83

    December 13, 2018

    Former state Supreme Court Justice Andrew G.T. Moore II, regarded as one of the seminal voices in Delaware corporate law, died Monday at the age of 83.

  • Goggin v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA

    Publication Date: 2018-12-12
    Practice Area: Corporate Governance | Insurance Law
    Industry: Energy | Mining and Resources
    Court: Delaware Superior Court
    Judge: Judge Wallace
    Attorneys: For plaintiff: David J. Baldwin and Carla M. Jones, Potter Anderson & Corroon, LLP, Wilmington, DE; Seth B. Schafler and Seth D. Fiur, Proskauer Rose, LLP, New York, NY for plaintiffs.
    for defendant: Seth A. Niederman, Fox Rothschild, LLP, Wilmington, DE; Joseph Collins, Fox Rothschild, LLP, Chicago, IL for defendant.

    Case Number: D68383

    Exclusionary clause of Directors & Officers insurance policy applied where claims against former directors would not have arisen but for their formation and use of investment vehicles, of which they were managers/members, to enrich themselves at the expense of the corporation for which they were directors and the corporation's creditors.

  • In re Tangoe, Inc. Stockholders Litig.

    Publication Date: 2018-12-05
    Practice Area: Corporate Governance | Securities Litigation
    Industry: Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Kurt M. Heyman and Melissa N. Donimirski, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; Jason M. Leviton and Joel A. Fleming, Block & Leviton LLP, Boston, MA; Jeremy S. Friedman, Spencer Oster, and David F.E. Tejtel, Friedman Oster & Tejtel PLLC, New York, NY for plaintiff
    for defendant: Catherine G. Dearlove and Sarah A. Galetta, Richards, Layton & Finger, P.A., Wilmington, DE; William H. Paine, Timothy J. Perla, Peter A. Spaeth, and Alexandra C. Bourdreau, Wilmer Cutler Pickering Hale and Dorr LLP, Boston, MA for defendants.

    Case Number: D68375

    Stockholder's derivative complaint not dismissed where he adequately pled company failed to inform stockholders prior to their approval and asserted a reasonable claim for breach of duty of loyalty.