Brett M Mccartney

March 30, 2016 | Delaware Business Court Insider

In Sandys v. Pincus, the Delaware Court of Chancery considered the uncommon scenario of analyzing whether a demand made upon Zynga Inc.'s board of directors pursuant to Rule 23.1 would have been futile when the actions being challenged occurred at a time when Zynga's board was composed of several different directors.

By Brett M. McCartney

11 minute read

February 24, 2016 | Delaware Business Court Insider

In 2011, the Delaware Supreme Court unequivocally stated that the "pleading standard in Delaware to survive a motion to dismiss is reasonable 'conceivability.'"

By Brett M. McCartney

6 minute read

November 11, 2015 | Delaware Business Court Insider

In Espinoza v. Zuckerberg, a stockholder challenged the Facebook board of directors' unanimous approval of a compensation plan for the company's six non-employee directors. The board consisted of eight directors, with only two of the eight (including Facebook founder and controlling stockholder Mark Zuckerberg) not subject to the compensation plan. The compensation plan included the payment of cash retainers and restricted stock unit grants to the non-employee directors. Ernesto Espinoza filed a derivative action against the Facebook directors asserting claims for breach of fiduciary duty, unjust enrichment and waste. During the litigation, Zuckerberg, a majority holder of Facebook's voting stock, submitted an affidavit and gave deposition testimony indicating that he approved of the compensation plan. Armed with Facebook's controlling stockholder's approval of the compensation plan, defendants moved for summary judgment on the breach of fiduciary duty and unjust enrichment claims.

By Brett M. McCartney

5 minute read

November 11, 2015 | Delaware Business Court Insider

In Espinoza v. Zuckerberg, a stockholder challenged the Facebook board of directors' unanimous approval of a compensation plan for the company's six non-employee directors. The board consisted of eight directors, with only two of the eight (including Facebook founder and controlling stockholder Mark Zuckerberg) not subject to the compensation plan. The compensation plan included the payment of cash retainers and restricted stock unit grants to the non-employee directors. Ernesto Espinoza filed a derivative action against the Facebook directors asserting claims for breach of fiduciary duty, unjust enrichment and waste. During the litigation, Zuckerberg, a majority holder of Facebook's voting stock, submitted an affidavit and gave deposition testimony indicating that he approved of the compensation plan. Armed with Facebook's controlling stockholder's approval of the compensation plan, defendants moved for summary judgment on the breach of fiduciary duty and unjust enrichment claims.

By Brett M. McCartney

5 minute read

September 23, 2015 | Delaware Business Court Insider

Corporations are operated by humans, at least until the rise of Skynet (infamous as a primary antagonist in the Terminator movie franchise).

By Brett M. McCartney

6 minute read

September 23, 2015 | Delaware Business Court Insider

Corporations are operated by humans, at least until the rise of Skynet (infamous as a primary antagonist in the Terminator movie franchise).

By Brett M. McCartney

6 minute read

August 12, 2015 | Delaware Business Court Insider

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome.

By Brett M. McCartney

5 minute read

August 12, 2015 | Delaware Business Court Insider

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome.

By Brett M. McCartney

5 minute read

June 17, 2015 | Delaware Business Court Insider

Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and the company diverge, advancement rights can become a hotly contested issue.

By Brett M. McCartney

6 minute read

June 17, 2015 | Delaware Business Court Insider

Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and the company diverge, advancement rights can become a hotly contested issue.

By Brett M. McCartney

6 minute read