Jefferson E Bell

May 15, 2019 | Delaware Business Court Insider

In 'Verition Partners Master Fund v. Aruba Networks,' the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co., the “fair value” of Aruba was its unaffected market price.

By Jennifer H. Rearden, Jefferson E. Bell and Mark H. Mixon Jr.

7 minute read

June 13, 2018 | Delaware Business Court Insider

In Steinberg v. Bearden, the Delaware Chancery Court considered whether the Aronson or Rales test for demand futility should apply to a derivative claim for breach of fiduciary duty against directors who allegedly made false and misleading statements.

By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron

1 minute read

February 21, 2018 | Delaware Business Court Insider

In a Dec. 19, 2017, decision, In re Investors Bancorp Stockholder Litigation, the Delaware Supreme Court considered the limits of a stockholder ratification defense when directors make equity awards to themselves under an equity incentive plan or “EIP.”

By ​Jefferson E. Bell and David A. Coon

5 minute read

June 15, 2017 | Delaware Business Court Insider

M&A practitioners are regularly faced with the question of whether derivative claims will survive a merger after which the plaintiff will no longer be a stockholder.

By Adam H. Offenhartz, Jefferson E. Bell and Mark H. Mixon Jr.

6 minute read

May 16, 2017 | Delaware Business Court Insider

In a recent decision, the Delaware Supreme Court considered the "fundamental question" of whether "Delaware courts are required to treat insurance contracts that are part of a broad insurance program as legal documents with meaning that varies substantially based on where each claim happens to arise."

By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron

12 minute read

January 18, 2017 | Delaware Business Court Insider

The Delaware Supreme Court has reaffirmed the continued applicability of Tooley v. Donaldson, Lufkin & Jenrette, in determining whether a claim is direct or derivative in nature, even when the claim involves a breach of contractual duty owed to a limited partnership.

By Benyamin S. Ross, Jefferson E. Bell and Lauren Kole

16 minute read

October 19, 2016 | Delaware Business Court Insider

In a recent ruling, the Delaware Court of Chancery made clear that claims based on allegedly inadequate disclosures brought after a merger closes face an exacting standard on a motion to dismiss. Vice Chancellor Sam Glasscock III in Nguyen v. Barrett, C.A. No. 11511-VCG,rejected the assertion that plaintiffs with a pre-closing disclosure claim can choose to bring the claim post-closing without repercussion—clarifying that the "preferred method for vindicating truly material disclosure claims is to bring them pre-closing, at a time when the court can ensure an informed vote." Glasscock further opined that a rule that disclosure claims "pleaded but not pursued pre-close" are waived would be "salutary."

By Adam H. Offenhartz, Jefferson E. Bell and Anna Karamigios

14 minute read

July 20, 2016 | Delaware Business Court Insider

A recent decision illustrates that derivative suits allegedly filed without adequate investigation can have preclusive effect against more factually developed, but later-filed, suits.

By Aric H. Wu, Jefferson E. Bell and Ryan J. Levan

13 minute read

May 25, 2016 | Delaware Business Court Insider

In Hyatt v. Al-Jazeera America Holdings II, the Delaware Court of Chancery considered the extent to which a dispute must relate to an officer or director's corporate duties before advancement of costs is triggered.

By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron

14 minute read

August 19, 2015 | Delaware Business Court Insider

In In re AbbVie Stockholder Derivative Litigation, 2015 Del. Ch. LEXIS 192 (Del. Ch. July 21, 2015), Vice Chancellor Sam Glasscock III rejected the plaintiffs' request that they be accorded "equitable standing" to pursue derivative claims and clarified that, absent well-pleaded facts reflecting a "wrong abhorrent to equity," there are no exceptions to the standing requirements for derivative actions set forth in 8 Del. C. Section 327.

By Aric H. Wu and Jefferson E. Bell

6 minute read