• Delaware Business Court Insider

    Bouchard Addresses Nature of Derivative Claims in Decision Tossing Challenge to Design Within Reach Merger

    August 17, 2018

    The Delaware Court of Chancery on Friday rejected a "novel theory" to expand the state's narrow doctrine allowing some claims to be treated as both derivative and direct. The rejection comes in a decision that nixed an investor lawsuit seeking to undue the $124 million merger of Herman Miller and Design Within Reach.

  • The Recorder

    Advertiser Class Action Claims Facebook Overestimates Audience Size

    August 16, 2018

    The suit claims that Facebook's estimated reach among the key 18- to 34-year-old bracket exceeds the actual population of that demographic group in every state in the U.S.

  • ChyronHego Corp. v. Wight

    Publication Date: 2018-08-15
    Practice Area: Business Torts | Mergers and Acquisitions
    Industry: Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: A. Thompson Bayliss and E. Wade Houston, Abrams & Bayliss LLP, Wilmington, DE; Peter M. Stone, Paul Hastings LLP, Palo Alto, CA, attorneys for plaintiffs
    for defendant: D. McKinley Measley and Daniel T. Menken, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Overton Thompson III and Joseph B. Crace, Jr., Bass Berry & Sims PLC, Nashville, TN, attorneys for defendants.

    Case Number: D68247

    Contractual anti-reliance clause precluded plaintiffs from pleading justifiable reliance in support of claims of extracontractual fraud.

  • In re Oxbow Carbon LLC Unitholder Litigation

    Publication Date: 2018-08-15
    Practice Area: Contractual Disputes
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Kenneth J. Nachbar, Thomas W. Briggs, Jr., Richard Li, R. Robert Popeo, Michael S. Gardener and Breton Leone-Quick for Oxbow Carbon LLC; Stephen C. Norman, Jaclyn C. Levy, Daniyal M Iqbal, Da-vid B. Hennes, C. Thomas Brown, Adam M. Harris and Elizabeth D. Johnston for Koch parties
    for defendant: Kevin G. Abrams, Michael A. Barlow, April M. Ferraro, Brock E. Czeschin, Matthew D. Perri, Sarah A. Galetta, Chad Johnson, Jennifer Barrett and Silpa Maruri for Crestview parties; J. Clayton Athey, John G. Day, Dale C. Christensen, Jr., and Michael B. Weitman for Loan Line Capital LLC.

    Case Number: D68250

    Where a party disrupted and delayed an exit sale, the court awarded both the remedies of specific performance and compensatory damages.

  • Wilmington - 5190 Brandywine Parkway, LLC v. Acadia Brandywine Holdings, LLC

    Publication Date: 2018-08-15
    Practice Area: Creditors' and Debtors' Rights
    Industry: Real Estate
    Court: Delaware Superior Court
    Judge: Judge Davis
    Attorneys: For plaintiff: Michael J. Barrie, Stephen M. Ferguson, William M. Alleman, Jr and Helen Gavaris for plaintiff
    for defendant: Philip Trainer, Jr., Andrew D. Cordo, Adam C. Silverstein and Meaghan Millan for defendants.

    Case Number: D68253

    A creditor alleged facts supporting a claim for recourse liability, but resolution of the matter depended upon discovery and further development of the record.

  • In re Appraisal of Solera Holdings, Inc.

    Publication Date: 2018-08-15
    Practice Area: Mergers and Acquisitions
    Industry: Software
    Court: Court of Chancery
    Judge: Chancellor Bouchard
    Attorneys: For plaintiff: Stuart M. Grant, Christine M. Mackintosh, Vivek Upadhya, Daniel L. Berger, Lawrence M. Rolnick, Ste-ven M. Hecht and Jonathan M. Kass for petitioners
    for defendant: David E. Ross, S. Michael Sirkin, Yousef J. Riemer, Devora W. Allon, Elliot C. Harvey Schatmeier, Rich-ard Nicholson and Madelyn A. Morris for respondent.

    Case Number: D68249

    In the appraisal proceeding filed by shareholders following a merger, the court gave dispositive weight to the deal price less synergies.

  • Chuang v. OD Expense LLC

    Publication Date: 2018-08-15
    Practice Area: Contracts | Dispute Resolution | Securities Litigation
    Industry: Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Fuentes
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D68246

    Defendants unable to compel arbitration where agreement also included forum selection clause placing exclusive jurisdiction in Delaware courts, and where defendants were not party to or agents of a party to another agreement containing exclusive arbitration clause.

  • Delaware Business Court Insider

    VC Firms Should Be Mindful of Potential Controller Status

    August 15, 2018

    It is well-settled Delaware law that a stockholder is deemed to be a controller when it owns more than 50 percent of the corporation's stock or it owns less than 50 percent of the corporation's stock, but nevertheless exercises actual control over the corporation or the challenged decision.

  • Delaware Business Court Insider

    Glasscock Scales Back Fair Value in AOL Appraisal

    August 15, 2018

    Vice Chancellor Sam Glasscock III granted competing motions for reargument in the high-profile appraisal case after both sides questioned the treatment of financial inputs that led him to set a fair value below the $50 per share price Verizon Communications Inc. paid.

  • Delaware Business Court Insider

    Stark Authorizes Seizure of Citgo Shares in $1.2B Venezuela Arbitration Dispute

    August 14, 2018

    A federal judge found Citgo's owner acted as an “alter ego” of the Venezuelan government.