• Cleveland-Cliffs Burns Harbor LLC v. Boomerang Tube, LLC

    Publication Date: 2023-09-18
    Practice Area: Business Torts
    Industry: Financial Services and Banking | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Kevin M. Capuzzi, Kate Harmon, Benesch, Friedlander, Coplan & Aronoff LLP, Wilmington, DE; Andrew G. Fiorella, Nathan H. Boninger, Benesch, Friedlander, Coplan & Aronoff LLP, Cleveland, OH for plaintiffs.
    for defendant: Joseph B. Cicero, Thomas A. Youngman, Chipman Brown Cicero & Cole, LLP, Wilmington, DE; Jeffrey H. Zaiger, Judd Linden, Zaiger LLC, New York, NY; David E. Ross, S. Michael Sirkin, Thomas C. Mandracchia, Ross Aronstam & Moritz LLP, Wilmington, DE for defendants.

    Case Number: 2022-0378-LWW

    Although unsecured creditor could not pierce the corporate veil as to the controller, it adequately pled fraudulent transfer and successor liability claims against an affiliate that acquired all of a fellow affiliate's assets, when the circumstances of the sale supported an inference that the transfer was designed to place assets out of creditors' reach.

  • Frontline Tech. Parent, LLC v. Murphy

    Publication Date: 2023-09-04
    Practice Area: Contracts
    Industry: Education | Software | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Laurence C. Cronin, Kelly A. Green, Smith, Katzenstein & Jenkins LLP, Wilmington, DE; William J. Leahy, Tanner McCarron, Littler Mendelson, P.C., Philadelphia, PA for plaintiffs.
    for defendant: Richard P. Rollo, Travis S. Hunter, Tyler E. Cragg, Griffin A. Schoenbaum, Richards, Layton & Finger, P.A., Wilmington, DE for defendants.

    Case Number: 2023-0546-LWW

    Former employees did not breach non-compete agreements where the agreements specifically defined competition as in the business lines of the employer's parent company rather than the employer that the employees worked for.

  • 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.

  • In re Baker Hughes, a GE Co., Derivative Litig.

    Publication Date: 2023-05-02
    Practice Area: Corporate Governance
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Michael J. Barry, Jason M. Avellino, Kelly L. Tucker, Grant & Eisenhofer, P.A., Wilmington, DE; Peter B. Andrews, Craig J. Springer, David M. Sborz, Andrew J. Peach, Andrews & Springer LLC, Wilmington, DE; Jeremy S. Friedman, David F.E. Tejtel, Christopher M. Windover, Friedman Oster & Tejtel PLLC, Bedford Hills, NY for plaintiffs.
    for defendant: A. Thompson Bayliss, Matthew L. Miller, Abrams & Bayliss LLP, Wilmington, DE; Karl Stern, Elizabeth M. Devaney, Quinn Emanuel Urquhart & Sullivan LLP, Houston, TX for defendant.

    Case Number: 2019-0201-LWW

    Although special litigation committee had a defect in consisting of only one director, that director's independence and the thoroughness of their investigation supported finding that its judgment to terminate derivative litigation was made following diligent and good-faith analysis.

  • Ogus v. SportTechie, Inc.

    Publication Date: 2023-04-18
    Practice Area: Corporate Governance
    Industry: E-Commerce | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Ryan M. Ernst, David M. Klauder, Bielli & Klauder, LLC, Wilmington, DE; Charles J. Hecht, Charles Hecht P.C., New York, NY for plaintiff.
    for defendant: Michael C. Heyden, Jr., Joseph E. Brenner, Gordon Rees Scully Mansukhani LLP, Wilmington, DE; Samuel T. Hirzel, II, Elizabeth A. DeFelice, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; Sarah Lightdale, Christopher L. Martin, Jr., Cooley LLP, New York, NY for defendants.

    Case Number: 2018-0869-LWW

    Board member and their investment firm were entitled to summary judgment on fraud and fiduciary duty claims brought by terminated officer, where the record reflected defendants had a limited role in the alleged fraud and the board member's decision to approve termination was protected by the business judgment rule.

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  • Laidlaw v. GigAcquisitions2, LLC

    Publication Date: 2023-03-14
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Michael J. Barry, Grant & Eisenhoffer, P.A., Wilmington, DE; Michael Klausner, Stanford, CA, attorneys for plaintiff;
    for defendant: John L. Reed, Ronald N. Brown & Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; Melanie E. Walker & Gaspard Rappoport, DLA Piper LLP (US), Los Angeles, CA, attorneys for defendants.

    Case Number: 2021-0821-LWW

    Breach of fiduciary duty claims arising from SPAC merger could proceed where plaintiff plausibly pled claims under entire fairness review by asserting that proxy statement contained material misstatements and omissions.

  • In re Lordstown Motors Corp.

    Publication Date: 2023-03-07
    Practice Area: Corporate Entities
    Industry: Automotive | Investments and Investment Advisory | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Raymond J. DiCamillo, Kevin M. Gallagher, Alexander M. Krischik, Edmond S. Kim, Nicholas F. Mastria, Richards, Layton & Finger, P.A., Wilmington, DE for petitioner.
    for defendant: NA

    Case Number: 2023-0083-LWW

    Court approved de-SPAC transaction approved by Class A and Class B common stockholders voting as single class where company conducted stockholder vote in good faith belief as to its validity, the transaction was treated as effective by the equities markets, and significant harm could come to the company in the absence of validation.

  • HighTower Holding, LLC v. Gibson

    Publication Date: 2023-02-21
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Daniel C. Herr, Law Office of Daniel C. Herr LLC, Wilmington, DE; Matthew D. Henneman, Scott D. Smith, Henneman Rau Kirklin & Smith LLP, Houston, TX for plaintiff.
    for defendant: John H. Newcomer, Jr., Morris James LLP, Wilmington, DE; Andrew P. Campbell, Todd Campbell, Erin G. Godwin, Campbell Partners, LLC, Birmingham, AL for defendant.

    Case Number: 2022-0086-LWW

    Preliminary injunction denied where plaintiff was unlikely to succeed on merits of breach of non-compete claim where Alabama law would likely apply despite the parties' Delaware choice-of-law provision as the non-compete would offend Alabama public policy and give it the weightier interest in the case.

  • Franklin v. Glenhill Advisors LLC

    Publication Date: 2023-02-14
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory | Retail
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: David L. Finger, Finger & Slanina, LLC, Wilmington, DE for plaintiff.
    for defendant: F. Troupe Mickler IV, Marie M. Degnan, Ashby & Geddes, P.A., Wilmington, DE; John B. Horgan, Joanna R. Cohen, Ellenoff Grossman & Schole LLP, New York, NY; John D. Hendershot, Andrew L. Milam, Melissa A. Lagoumis, Richards, Layton & Finger, P.A., Wilmington, DE; Bryan B. House, Foley & Lardner LLP, Milwaukee, WI; Scott J. Leonhardt, Jason A. Gibson, The Rosner Law Group LLC, Wilmington, DE; S. Preston Ricardo, Golenbock Eiseman Assor Bell & Peskoe LLP, New York, NY for defendants.

    Case Number: 2021-1119-LWW

    Court declined to vacate judgment where alleged new evidence was already known to plaintiff and plaintiff failed to plead the existence of any fraud, and where plaintiff waited more than two years to file his motion, choosing instead to relitigate the issues in another jurisdiction in the interim.

  • Delman v. GigAcquisitions3, LLC

    Publication Date: 2023-01-17
    Practice Area: Corporate Governance
    Industry: Automotive | Investments and Investment Advisory | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Michael J. Barry, Grant & Eisenhoffer, P.A., Wilmington, DE; Michael Klausner, Stanford, CA, for plaintiff.
    for defendant: John L. Reed, Ronald N. Brown, Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; Melanie E. Walker, Gaspard Rappoport, DLA Piper LLP (US), Los Angeles, CA for defendants.

    Case Number: 2021-0679-LWW

    Public stockholder in pre-merger special purpose acquisition company sufficiently stated breach of fiduciary claims under entire fairness review by alleging that sponsor and the SPAC board were conflicted as they stood to see a return on their investment even though the post-merger company would not succeed, and regardless of whether the public stockholders would be better served by liquidation.