Cliff C Gardner

September 04, 2024 | Delaware Business Court Insider

In Gilbert v. Unisys, the Delaware Court of Chancery ruled that information technology company Unisys Corp. must advance legal fees incurred by two former employees. The underlying lawsuit filed by the company in Pennsylvania federal court alleges trade secret infringement by the former employees.

By Cliff C. Gardner

6 minute read

March 27, 2024 | Delaware Business Court Insider

"Fueled by hindsight bias," Vice Chancellor Lori W. Will explained, Caremark suits have "proliferated in Delaware" seeking to hold directors personally liable for imperfect efforts, operational struggles and business decisions. But, the court noted, a stockholder's position that the board's response to a corporate crisis merely "came too late and did too little" is insufficient under Caremark, which requires a showing that directors acted in bad faith.

By Cliff C. Gardner and TJ Rivera

6 minute read

December 20, 2023 | Delaware Business Court Insider

Publicly traded corporations increasingly adopted exclusive forum provisions to reduce the risk of burdensome and costly multijurisdictional stockholder litigation. State and federal courts around the country regularly enforced the provisions, dismissing cases not brought in the specified jurisdiction.

By Cliff C. Gardner, Peyton V. Carper and Sukhandeep Kaur

5 minute read

August 23, 2023 | Delaware Business Court Insider

In In re Edgio Stockholders Litigation, the Delaware Chancery Court was asked to apply the same cleansing effect to a claim for injunctive relief analyzed under Unocal, but Vice Chancellor Morgan Zurn found that Corwin was inapplicable.

By Cliff C. Gardner

6 minute read

June 28, 2023 | Delaware Business Court Insider

In Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, Vice Chancellor Laster mostly denied motions to dismiss claims against officers and directors of Walmart for allegedly causing Walmart to fail to comply with the Controlled Substances Act and a settlement between it and the DEA related to Walmart's handling of opioid prescriptions.

By Cliff C. Gardner and Andrew Kinsey

7 minute read

March 22, 2023 | Delaware Business Court Insider

The Delaware Court of Chancery recently issued two decisions addressing claims arising out of so-called "de-SPAC" mergers. Each decision is quickly becoming required reading for SPAC sponsors, boards and transactional planners.

By Cliff C. Gardner and Lauren M. Griffith

7 minute read

January 04, 2023 | Delaware Business Court Insider

On Nov. 18, 2022, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion that provides a helpful roadmap for future litigants seeking discovery from foreign nonparties. In In re Cote d'Azur Estate, the court granted a plaintiff's request for the issuance of a letter of request to "obtain the assistance of the central authority in Switzerland to facilitate discovery."

By Cliff C. Gardner and Andrew Kinsey

8 minute read

September 14, 2022 | Delaware Business Court Insider

We would expect incorporators and their counsel to consider including officer exculpation in the certificates of incorporation of newly formed companies and the directors and stockholders of existing Delaware corporations to consider whether it is in their best interests to amend their certificate of incorporation to provide for these newly available officer liability protections.

By Cliff C. Gardner and John Saathoff

6 minute read

June 29, 2022 | Delaware Business Court Insider

In "pro-sandbagging" states, a buyer's pre-closing knowledge of a breach does not prevent her from bringing a successful claim for breach of warranty. In "anti-sandbagging" states, a buyer who knew (or should have known) that the warranty was untrue is barred from recovering on a claim for breach.

By Cliff C. Gardner and Peyton V. Carper

7 minute read

March 16, 2022 | Delaware Business Court Insider

Earlier this year, in a split-decision in Seafarers Pension Plan v. Bradway, the U.S. Court of Appeals For the Seventh Circuit reversed the Northern…

By Cliff C. Gardner and Lilianna Anh P. Townsend

9 minute read