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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.
Case Over Musk Offer for Twitter Remains Open a Week After Deal Was Closed
The billionaire entrepreneur has taken the reins of the microblogging platform but Chancellor Kathaleen McCormick said there are still have shareholder concerns to work out.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.
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Dismissal of Bulk of Twitter Shareholder Claims Still Leaves Door Ajar for Recovery of Damages
Delaware law makes it difficult for shareholders to qualify as third-party beneficiaries and sue in the place of corporations when making contract claims.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 Contract Is Clear': Musk Attorney Argues Agreement States Twitter Shareholders Can't Sue
Representing Elon Musk, Ed Micheletti of Skadden Arps Slate Meagher & Flom said Twitter shareholders were neither third-party beneficiaries and that claim, along with one for breach of fiduciary duty, should be dismissed.The court granted a motion to dismiss a complaint challenging a multi-step spinoff initiated by a corporation's controller.
Court overruled master's recommendations for confidentiality for financial records produced under §220 request where company only managed to cite generalized concerns about loss of customers and suppliers, and shareholder had prevailing interest in obtaining valuation of his shares in long-dark company.