• McElrath v. Kalanick

    Publication Date: 2019-04-17
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory | Transportation
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Michael J. Barry, Jeff A. Almeida and Rebecca A. Musarra, Grant & Eisenhofer, P.A., Wilmington, DE for plaintiff.
    for defendant: R. Judson Scaggs, Jr., Susan W. Waesco and Sabrina M. Hendershot, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Susan S. Muck, Kevin P. Muck and Marie C. Bafus, Fenwick & West LLP, San Francisco, CA for defendants Camp, Graves, Huffinton, Al-Rumayyan, Gurley and Bonderman. Donald J. Wolfe, Jr., T. Brad Davey, J. Matthew Belger and Jacob R. Kirk-ham, Potter Anderson & Corroon LLP, Wilmington, DE for defendant Kalanick. Jody C. Barillare, Susan D. Resley and Marc J. Sonnenfield, Morgan, Lewis & Bockius LLP, Wilmington, DE for defendant Yoo. A. Thompson Bayliss and Michael A. Barlow, Abrams & Bayliss LLP, Wilmington, DE; Mark P. Gimbel, C. William Phillips and Bryant Pulsipher, Covington & Burling LLP, New York, NY and San Francisco, CA for defendant Uber Technologies.

    Case Number: D68533

    Plaintiff in this derivative action failed to demonstrate that demand on the board of directors would have been futile due to the directors' inability to exercise business judgment with regard to the matter.

  • Olenik v. Lodzinski

    Publication Date: 2019-04-17
    Practice Area: Deals and Transactions
    Industry: Energy | Investments and Investment Advisory
    Court: Delaware Supreme Court
    Judge: Justice Seitz
    Attorneys: For plaintiff: Jeremy S. Friedman, Spencer Oster and David F.E. Tejtel, Friedman Oster & Tejtel, PLLC, New York, NY; Ned Weinburger and Thomas Curry, Labaton Sucharow LLP, Wilmington, DE; Peter B. Andrews, Craig J. Springer and David Sborz, Andrews & Springer LLC, Wilmington, DE for plaintiff.
    for defendant: Kenneth J. Nachbar, D. McKinley Measley and Lauren Neal Bennett, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Gerard G. Pecht, Peter A. Stokes and William Patrick Courtney, Norton Rose Fullbright US LLP, Houston, TX and Austin, TX for defendants Lodzinski, Singleton, Bold Energy III LLC and Earthstone Energy, Inc. Rolin P. Bissell and James M. Yoch, Jr., Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Michael C. Holmes, Craig E. Zieminski, Stephen S. Gilstrap, R. Kent Piacenti and Jeffrey Crough, Vinson & Elkins LLP, Dallas, TX for defendants Swanson, Thielmann, Zorich, EnCap Investments, Bold Energy Holdings, LLC and Oak Valley Resources, LLC.

    Case Number: D68531

    Plaintiff alleged sufficient facts to avoid dismissal of this derivative action, because substantive economic negotiations occurred prior to the formation of a special committee.

  • Duncan v. Vantage Corp.

    Publication Date: 2019-04-17
    Practice Area: Securities Litigation
    Industry: Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Noreika
    Attorneys: For plaintiff: Catherine A. Gaul and Aaron P. Sayers, Ashby & Geddes, Wilmington, DE; Raymond L. Moss and Michael P. Gilmore, Moss & Gilmore LLP for plaintiff.
    for defendant: Philip A. Rovner and Jonathan A. Choa, Potter Anderson & Corroon LLP, Wilmington, DE; J. Allen Maines, Gregory J. Digel and Caroline Johnson Tanner, Holland & Knight LLP, Atlanta, GA for defendants Askew and Finegold.

    Case Number: D68530

    The court proceeded to consider a motion to dismiss as to individual defendants, even though the corporate defendants filed for bankruptcy.

  • Atl. Bldg. Assocs. v. Trujillo

    Publication Date: 2019-04-17
    Practice Area: Administrative Law | Labor Law
    Industry: Construction
    Court: Delaware Superior Court
    Judge: Judge Rennie
    Attorneys: For plaintiff: Andrew J. Carmine, Elzufon Austin & Mondell for appellant.
    for defendant: Arthur M. Krawitz and Tara E. Bustard, Doroshow, Pasquale, Krawitz & Bhaya for appellee.

    Case Number: D68526

    The Industrial Accident Board's ruling was remanded for it to clarify whether its extensive review, of a prime contractor's efforts to verify that a subcontractor's workers' compensation insurance extended to Delaware, was conducted under a due diligence standard rather than a strict liability standard.

  • 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.

  • Delaware Business Court Insider

    Expert's Bias Was Central Cause of Unfavorable Appraisal Ruling, Investment Firm Says

    April 17, 2019

    In the filing, Verition and its attorneys refuted assertions by economics consultant W. Bradford Cornell that there was no direct link between disparaging comments Bradford had made in regard to Verition's appraisal case and Vice Chancellor Sam Glasscock III's decision that AOL's sale to Verizon in 2015 overvalued the once-powerful media technology company.

  • Delaware Business Court Insider

    Chancery Enjoins Unfair Merger Orchestrated by Controlling Stockholder Pending Corrective Disclosures

    April 17, 2019

    Under Delaware law, majority or controlling stockholders owe fiduciary duties to the company and its minority stockholders. Under certain circumstances, however, a stockholder that owns less than 50 percent of the company's outstanding stock can be deemed a controlling stockholder and therefore subject to the same fiduciary obligations.

  • Delaware Business Court Insider

    Del Supreme Court Rejects Ruling That Stock Price, Not Deal Price, Set Fair Value in Appraisal

    April 16, 2019

    The unanimous ruling from the Delaware Supreme Court's five justices came as a resounding repudiation of Laster's handling of the case, which the petitioners Verition Partners Master Fund Ltd. had criticized as a personal reaction to being overruled in the Supreme Court's landmark ruling in the separate appraisal of Dell Inc.

  • Delaware Business Court Insider

    Del Judge Denies $1.5M in Attorney Fees Sought for Corporate Benefit in Merger Challenge

    April 11, 2019

    The Delaware Chancery Court on Wednesday cited the “steadfast opposition” of three New York-based plaintiffs' firms in denying their bid to recover $1.5 million in fees for finding flaws in an unsuccessful challenge to the merger of two major furniture companies.

  • Sun Life Assurance Co. of Canada v. Group One Thousand One, LLC

    Publication Date: 2019-04-10
    Practice Area: Contractual Disputes
    Industry: Insurance | Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge LeGrow
    Attorneys: For plaintiff: Raymond J. DiCamillo, Travis S. Hunter and Renee M. Mosley, Richards, Layton & Finger, P.A., Wilmington, DE; Daniel M. Abuhoff and Matthew D. Forbes, Debevoise & Plimpton LLP, New York, NY for plaintiff.
    for defendant: Robert S. Saunders, Matthew P. Majarian and Daniel S. Atlas, Skadden, Arps, Slate, Meagher & Flown LLP, Wilmington, DE for defendant.

    Case Number: D68524

    A forum selection clause in the parties' stock purchase agreement could not confer jurisdiction on the chancery court where it was not otherwise available.