The court granted a motion to dismiss breach of duty claims stockholder plaintiffs brought against pharmaceutical distributor defendant.

Special committee directors were dismissed from case challenging merger transaction, where plaintiff could not show that directors lacked independence from corporate controller or had engaged in willful dereliction of duty to the level of bad faith.

Appeals & Motions List released on:December 8, 2022

Court issued a constructive trust following a trial sounding in breach of contract and breach of duty claims amongst co-investors in a cryptocurrency investment company.

The court granted defendants' motions to dismiss in part.

Court denied a motion to dismiss for lack of personal jurisdiction finding that the defendant, although not an official manager of the LLC, had participated "materially" in a managerial capacity.

Court denied motion to dismiss finding defendant had sufficient minimum contacts and nexus with the State of Delaware to warrant the court's exercise of personal jurisdiction.

Stockholder could not assert breach of merger agreement seeking specific performance where stockholder was not a party to the merger agreement and the terms of the agreement expressly disclaimed any third-party beneficiary status for stockholder.

The court could exercise personal jurisdiction over the general counsel/chief legal officer of Delaware LLC who by virtue of that position would materially participate in the company's management and therefore would qualify as an acting manager.

The court granted a motion to dismiss a complaint challenging a multi-step spinoff initiated by a corporation's controller.