July 03, 2024 | Delaware Business Court Insider
Court of Chancery Dismisses Fiduciary Duty Claims Related to Self-Tender OfferIn August 2022, Giant/Alpha allegedly used its controlling position in Playtika to cause the Playtika board to engage in a self-tender. In a previous ruling, Vice Chancellor Sam Glasscock found that the transaction conferred Giant/Alpha a nonratable benefit and denied Giant/Alpha's motion to dismiss claims against it arising from the transaction.
By Kaan Ekiner and Mark E. Felger
8 minute read
May 01, 2024 | Delaware Business Court Insider
Chancery Court Emphasizes Nexus Between Unclean Hands Defense and Asserted ClaimsIn Pilot v. Greg Abel, Vice Chancellor Morgan T. Zurn granted a motion to strike the defenses of unclean hands and in pari delicto because the defenses lacked a sufficient nexus to the contractual claims asserted by the plaintiff.
By Kaan Ekiner and Mark E. Felger
8 minute read
March 06, 2024 | Delaware Business Court Insider
Chancery Declines Jurisdiction Over Contract and Tort Claims Not Arising Out of LLC AgreementIn Ramco Asset Management v. USA Rare Earth, 2023 WL 6939263 (Del. Ch. Oct. 20, 2023), Vice Chancellor Sam Glasscock III considered jurisdictional…
By Kaan Ekiner and Mark E. Felger
8 minute read
December 27, 2023 | Delaware Business Court Insider
Chancery Permits Limited Stockholder Inspection of Nonpublic Books and Records for Better Valuation of SharesThe Delaware Court of Chancery considered whether a stockholder of a publicly traded company was entitled to inspect the books and records of the public company's nonpublic subsidiary for the stated purpose of "more accurately" valuing the public corporation's publicly traded shares.
By Mark E. Felger and Kaan Ekiner
8 minute read
November 01, 2023 | Delaware Business Court Insider
Court of Chancery Describes Limitations for Vacating Arbitration AwardsThe court's confirmation of the award demonstrates the extent to which a court will go to confirm an arbitration award even where, as the vice chancellor found, the arbitration proceeding and the resulting award were flawed.
By Kaan Ekiner and Mark E. Felger
9 minute read
September 06, 2023 | Delaware Business Court Insider
Court of Chancery Examines Director's Personal Relationship in Dismissing Duty of Loyalty ClaimVice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger.
By Kaan Ekiner and Mark E. Felger
7 minute read
July 05, 2023 | Delaware Business Court Insider
Court of Chancery Address Scope of Privilege Concerning Third-PartiesIn this stockholder derivative action, the plaintiff claimed that the defendants—members of Tesla's board of directors—breached their fiduciary duties by awarding themselves excessive and unfair compensation between 2017 and 2020.
By Kaan Ekiner and Mark E. Felger
8 minute read
June 07, 2023 | Delaware Business Court Insider
Delaware Supreme Court Addresses Forum Selection DisputesAgainst a lengthy procedural backdrop, the Supreme Court held that unused leave to transfer a case does not divest the original court of jurisdiction, reaffirmed the trial courts' broad discretion in deciding motions to dismiss pursuant to Rule 41(a)(2), and confirmed that forum non conveniens does not apply when parties have contracted for a specific forum to resolve their disputes.
By Kaan Ekiner and Mark E. Felger
12 minute read
April 05, 2023 | Delaware Business Court Insider
Court of Chancery Allows 30(B)(6) Depositions as a Tool in Section 220 DiscoveryDiscovery in a Delaware books and records action involves striking a balance between the right of the parties to prepare for trial and the statutory…
By Kaan Ekiner and Mark E. Felger
9 minute read
February 01, 2023 | Delaware Business Court Insider
Chancery Court Sustains M&A Fraud Claims Based on Near-Term Financial ProjectionsIn recent years, litigation over financial projections has increased in frequency. These claims, sometimes involving allegations of fraud, are typically decided by the Delaware Court of Chancery or the Delaware Superior Court's Complex Commercial Litigation Division.
By Kaan Ekiner and Mark Felger
7 minute read
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