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March 08, 2024 | Delaware Business Court Insider

A Legal 'Doomsday'?: Delaware Faces Criticism at Tulane Conference

Merger and acquisition practitioners are having a difficult time figuring out how best to counsel their clients, and litigators are left with questions on how best to make their case to the Court of Chancery.
4 minute read
March 01, 2024 | Delaware Business Court Insider

'Like Kamikaze Pilots': Lawsuits Land in Delaware Ahead of Trump's Social Media Merger

"If they don't cut a deal ahead of the planned acquisition, they are like Kamikaze pilots heading toward each other and will financially ruin the deal for each other," said Sean Johnson, a partner at Johnson Newlon & Decort.
4 minute read
February 29, 2024 | Delaware Business Court Insider

SEC Calls Terraform's Dentons Retainer 'Opaque Slush Fund' in Bankruptcy Court

The SEC has asked Judge Brendan Linehan Shannon to deny the application unless Dentons returns to Terraform the $81 million still available from its retainer and files engagement letters and agreements about payment with the court.
3 minute read
In re Oracle Corp. Derivative Litig.
Publication Date: 2024-02-19
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Software
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys:
For plaintiff: Joel Friedlander, Jeffrey M. Gorris, David Hahn, Friedlander & Gorris, P.A., Wilmington, DE; Christopher H. Lyons, Tayler D. Bolton, Robbins Geller Rudman & Dowd LLP, Wilmington, DE; Randall J. Baron, David A. Knotts, Robbins Geller Rudman & Dowd LLP, San Diego, CA; Gregory Del Gaizo, Robbins LLP, San Diego, CA for plaintiffs.
For defendant: Blake Rohrbacher, Susan M. Hannigan, Matthew D. Perri, Daniel E. Kaprow, Kyle H. Lachmund, Richards, Layton & Finger, P.A., Wilmington, DE; Elena C. Norman, Richard J. Thomas, Alberto E. Chávez, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Peter A. Wald, Latham & Watkins LLP, San Francisco, CA; Blair Connelly, Latham & Watkins LLP, New York, NY for defendants.
Case number: 2017-0337-SG

Court denied corporate benefit fee to plaintiffs who were unsuccessful at trial as the appointment of independent directors to the corporation's special litigation committee was too ancillary a benefit to warrant a fee.

Mercury Partners Mgmt., LLC v. Valo Health, Inc.
Publication Date: 2024-02-19
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys:
For plaintiff: Brian E. Farnan, Farnan LLP, Wilmington, DE for plaintiff.
For defendant: Rudolf Koch, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
Case number: 2023-0318-MTZ

Court declined interlocutory review where appeal did not raise novel or conflicting issues of law regarding decision to decline specific performance on a best efforts clause.

February 14, 2024 | Delaware Business Court Insider

'Grabski v. Andreessen': Chancery Addresses 'Brophy' Claims Against Officers and Directors in a Direct Listing

In Grabski v. Andreessen, the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction.
6 minute read
February 13, 2024 | Delaware Law Weekly

Richards, Layton & Finger Associates Accepted Into LCLD Programs

Richards, Layton & Finger announced that Nicole Henry has been accepted into the 2024 Leadership Council on Legal Diversity (LCLD) Fellows program, and Anastasia Bowes and Maya Jackson have been accepted into the 2024 LCLD Pathfinders program.
3 minute read
Labyrinth, Inc. v. Urich
Publication Date: 2024-02-05
Practice Area: Mergers and Acquisitions
Industry: Software
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys:
For plaintiff: Blake Rohrbacher, John D. Hendershot, Sandy Xu, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE; Kira N. Lum, Royer Cooper Cohen Braunfeld LLC, Philadelphia, PA for plaintiffs.
For defendant: Jesse L. Noa, Tyler E. Cragg, Andrew Moshos, Hannah L. Paxton, Potter Anderson & Corroon LLP, Wilmington, DE for defendants.
Case number: 2023-0327-MTZ

Buyers in corporate acquisition adequately pled fraud claims where acquisition agreement expressly stated that seller had not changed its accounting practices even though seller's owners expressly accelerated the collection of accounts receivable, which made attached financials inaccurate.

In re: Ursa Operating Co., LLC
Publication Date: 2024-02-05
Practice Area: Bankruptcy
Industry: Energy
Court: U.S. Court of Appeals for the Third Circuit
Judge: Judge Porter
Attorneys:
For plaintiff: George A. Barton, Barton and Burrows, LLC, Mission, KS for appellants.
For defendant: Duston K. McFaul, Maegan Quejada, Sidley Austin LLP, Houston, TX; Robert S. Velevis, Sidley Austin LLP, Dallas, TX; Robert S. Brady, Edmon L. Morton, Kenneth J. Enos, Joseph M. Mulvihill, Young Conaway Stargatt & Taylor, Wilmington, DE; Ana Alfonso, Willkie Farr & Gallagher, New York, NY; John H. Knight, Amanda R. Steele, Richards Layton & Finger, Wilmington, DE for appellees.
Case number: 22-1729

Lower courts erroneously dismissed adversary complaint of property owners to recover improperly withheld oil and gas royalties where property owners, not extractor, had an equitable interest in the funds, and thus a constructive trust was an appropriate mechanism for relief.

Marqunez v. Dole Food Co. Inc.
Publication Date: 2024-02-05
Practice Area: Mass Torts
Industry: Agriculture | Chemicals and Materials | Food and Beverage
Court: U.S. District Court of Delaware
Judge: District Judge Andrews
Attorneys:
For plaintiff: Andrew C. Dalton, Dalton & Associates P.A., Wilmington, DE; Scott M. Hendler, Hendler Flores Law, Austin, TX for plaintiffs.
For defendant: Jennifer C. Wasson, Potter Anderson & Corroon LLP, Wilmington, DE; Ryan D. Stottmann, Morris Nichols Arsht & Tunnell LLP, Wilmington, DE; Adam V. Orlacchio, Blank Rome LLP, Wilmington, DE; Kelly E. Farnan, Richards, Layton & Finger, Wilmington, DE; John C. Phillips, Jr., Phillips Goldman & Spence P.A., Wilmington, DE; Andrea E. Neuman, Mary Beth Maloney, Gibson, Dunn & Crutcher LLP, New York, NY; William E. Thomson, Gibson, Dunn & Crutcher LLP, Los Angeles, CA; Michael L. Brem, Schirrmeister Diaz-Arrastia Brem LLP, Houston, TX for defendants.
Case number: 12-695-RGA

Court declined to grant summary judgment for defendants where the parties' joint expert persuasively opined that plaintiffs' complaint qualified as a protective action under relevant Ecuadoran law, making plaintiffs' claims not time-barred under the Delaware borrowing statute.

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