• Basho Techs. Holdco B, LLC v. Georgetown Basho Invs., LLC

    Publication Date: 2018-07-18
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: R. Montgomery Donaldson and Robert A. Penza, Polsinelli PC, Wilmington, DE; Robert V. Spake, Polsinelli PC, Kansas City, MO, attorneys for plaintiffs
    for defendant: Barry M. Klayman, Cozen O'Connor, Wilmington, DE; Lezlie Madden, Cozen O'Connor, Philadelphia, PA, attorneys for defendants.

    Case Number: D68215

    Controlling stockholder breached fiduciary duties by forcing company to accept onerous financing terms from stockholder, which permitted stockholders to gain actual control of company and direct it to engage in unfair self-dealing transactions.

  • Wenske v. Blue Bell Creameries, Inc.

    Publication Date: 2018-07-18
    Practice Area: Corporate Governance
    Industry: Food and Beverage
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Jessica Zeldin and Scott G. Burdine for plaintiffs
    for defendant: Timothy R. Dudderar and Travis R. Dunkelberger for Blue Bell Creameries, Inc. and Blue Bell Creameries, U.S.A; Jim E. Kruse, Howard W. Kruse, Richard Dickson, William J. Rankin, Diana Markwardt, John W. Barnhill, Jr., Paul A. Ehlert, Doro-thy McLeod MacInerney and Patricia Ryan for Blue Bell Creameries, L.P.; Srinivas M. Raju and Kelly L. Freund for individual defendants.

    Case Number: D68221

    Limited partners stated a claim for breach of the partnership agreement by the entity that was responsible for overseeing the company's operations, and pre-suit demand was excused.

  • Delaware Business Court Insider

    Del. Derivative Suit Targets Twitter Board, Alleging Active User Count Was Bloated

    July 18, 2018

    A Twitter Inc. shareholder has accused the company's top directors in the Delaware Court of Chancery of padding the company's performance data, in the latest lawsuit to target the San Francisco-based social media giant's user engagement disclosures in 2015.

  • Delaware Business Court Insider

    Redstone Is Denied Access to Privileged Documents in CBS Dispute

    July 13, 2018

    Shari Redstone holds the controlling voting stake in CBS and Viacom Inc.

  • In Re Straight Path Commc'ns Inc. Consolidated Stockholder Litig.

    Publication Date: 2018-07-11
    Practice Area: Corporate Governance | Mergers and Acquisitions
    Industry: Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Ned Weinberger and Thomas Curry, Labaton Sucharow LLP, Wilmington, DE; March Lebovitch, Edward Timlin, John Vielandi, and David MacIsaac, Bernstein Litowitz Berger & Grossman LLP, New York, NY; Vincent R. Cappucci and Joshua K. Porter, Entwistle & Cappucci LLP, New York, NY, attorneys for plaintiffs
    for defendant: Rudolf Koch, Kevin M. Gallagher, Sarah A. Clark, and Anthony M. Calvano, Richards, Layton & Finger, P.A., Wilmington, DE; William Ohlemeyer, Edward Normand, and Jason Cyrulnik, Boies Schiller Flexner LLP, Armonk, NY; Kevin G. Abrams, Michael A. Barlow, and April M. Kirby, Abrams & Bayliss, Wilmington, DE; Greg A. Danilow, Seth Goodchild, and Thomas G. James, Weil, Gotshal & Manges LLP, New York, NY, attorneys for defendants.

    Case Number: D68207

    Claim that controlling stockholder improperly used influence to acquire company asset in exchange for approving sale of the company was a direct claim that could be brought by stockholders since they would have received consideration for the asset but for the controller's conduct.

  • Delaware Business Court Insider

    Del. High Court Revives Challenge to $1.4B Acquisition of Grocery Chain

    July 09, 2018

    The Delaware Supreme Court on Monday effectively revived a shareholder suit challenging Fresh Market Inc.'s $1.4 billion acquisition by a private equity firm, in an opinion that served as a "cautionary reminder" that partial disclosures cannot secure business-judgment protections under the Corwin doctrine.

  • Delaware Business Court Insider

    Laster Hits Investment Fund, Manager With $20.3M in Damages for Tech Firm Coup

    July 09, 2018

    The Delaware Court of Chancery has ordered an investment fund and its manager to pay $20.3 million in damages for using their control over Basho Technologies Inc. to profit from efforts to maneuver the young firm into a "position of maximum crisis."

  • Delaware Business Court Insider

    Investors Seek Records Over Pharma Company's Cancer-Drug Resale Scheme

    July 05, 2018

    Investors in Pennsylvania-based AmerisourceBergen Corp. have sued in Delaware for access to books and records of the pharmaceutical firm, stating that they are considering launching a civil lawsuit over a scheme by its subsidiaries to skim and repackage cancer drugs for sale across the country.

  • In re Hansen Med., Inc.

    Publication Date: 2018-07-04
    Practice Area: Corporate Governance | Mergers and Acquisitions
    Industry: Biotechnology
    Court: Court of Chancery
    Judge: Vice Chancellor Montgomery-Reeves
    Attorneys: For plaintiff: Carmella P. Keenor, Carl L. Stine, Matthew Insley-Pruitt and Adam M. Blander for plaintiff
    for defendant: Stephen C. Norman, Brian C. Ralston, Jacqueline A. Rogers, Sara B. Brody and Matthew J. Dolan for defendants Vance and Lowe; Raymond J. DiCamillo, Sarah A. Clark, Ryan P. Durkin, Rocky C. Tsai, John D. Donovan, Jr. and Martin J. Crisp for defendant Auris Surgical Robotics, Inc.; C. Barr Flinn, Kathaleen S. McCormick, Richard J. Thomas, M. Paige Valeski, Tariq Mundiya, Benjamin P. McCallen and Casey Donnelly for remaining defendants.

    Case Number: D68201

    Minority stockholders in this merger case alleged reasonably conceivable claims for breach of fiduciary duty, but not for aiding and abetting.

  • New York Law Journal

    Court Affirms Effectiveness of Shareholder Consent Requirement for Bankruptcy Filing

    June 27, 2018

    In her Distress Mergers and Acquisitions column, Corinne Ball discusses the case "Franchise Services of North America" and writes: The importance of this case rests upon the threshold determination that relief from provisions in the certificate of incorporation granting rights to bona fide investors must be sought in the relevant state court, even when the remedy sought is the exercise of a federal right, generally exercised by fiduciaries that are required to act in the corporation's best interests.