• Gibson v. Koncik

    Publication Date: 2024-08-20
    Practice Area: Corporate Entities
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Frank E. Noyes, II, Offit Kurman, P.A., Wilmington, DE for plaintiff.
    for defendant: David L. Konick, Washington, VA for defendants.

    Case Number: 2022-1036-LWW

    Court's readjustment of LLC ownership percentages did not affect the deadlock analysis where the LLC agreement required a two-thirds interest vote or unanimous consent.

  • Erste Asset Mgmt. GmbH v. Hees

    Publication Date: 2024-08-20
    Practice Area: Corporate Governance
    Industry: Consulting | Food and Beverage | Investments and Investment Advisory | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Joel Friedlander, Jeffrey M. Gorris, Christopher M. Foulds, Friedlander & Gorris, P.A., Wilmington, DE; Lawrence P. Eagel, Melissa Fortunato, Marion C. Passmore, Brandon Walker, Bragar Eagel & Squire, P.C., New York, NY for plaintiff.
    for defendant: Matthew D. Stachel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE; Daniel J. Kramer, Andrew J. Ehrlich, Robert N. Kravitz, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY; Michael A. Pittenger, Jacqueline A. Rogers, Caneel Radinson-Blasucci, Camilia R. Katkocin, Potter Anderson & Corroon LLP, Wilmington, DE; Sandra C. Goldstein, Stefan Atkinson, Kevin M. Neylan, Jr., Kirkland & Ellis LLP, New York, NY for defendants.

    Case Number: 2023-1191-LWW

    Court denied relief from dismissed action where "newly discovered evidence" was available to plaintiff long before it filed its initial derivative complaint.

  • Mitchell Partners, L.P. v. AMFI Corp.

    Publication Date: 2024-08-20
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: R. Bruce McNew, Cooch and Taylor, P.A., Wilmington, DE for plaintiff.
    for defendant: Lisa M. Zwally, Bryan T. Reed, Greenberg Traurig, LLP, Wilmington, DE for defendants.

    Case Number: 2020-0985-KSJM ("AMFI I")

    Court denied reargument of decision finding waiver of claim where plaintiff failed to brief the claim aside from a single reference in its papers.

  • Pinnacle Fertility Holdings, LP v. Jain

    Publication Date: 2024-08-13
    Practice Area: Contracts
    Industry: Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Ryan D. Stottmann, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for plaintiffs.
    for defendant: Henry E. Gallagher, Jr., Connolly Gallagher LLP, Wilmington, DE for defendants.

    Case Number: 2023-1280-MTZ

    Court declined to enforce arbitration provision against nonsignatory plaintiffs where their complaint did not seek to enforce the terms of the contract containing the arbitration clause.

  • Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC

    Publication Date: 2024-08-13
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Anthony R. Sarna, Abrams & Bayliss LLP, Wilmington, DE for petitioner.
    for defendant: David E. Ross, Garrett B. Moritz, Adam D. Gold, Elizabeth M. Taylor, Ross Aronstam & Moritz LLP, Wilmington, DE for respondent.

    Case Number: 2022-0344-JTL

    Court relied on deal price as corporation's fair market value during appraisal where the price operated as a floor on company value due to errors by the CEO that left value on the table.

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  • InterMune, Inc. v. Harkonen

    Publication Date: 2024-08-13
    Practice Area: Insurance Law
    Industry: Biotechnology | Insurance | Pharmaceuticals
    Court: Court of Chancery
    Judge: Vice Chancellor Cook
    Attorneys: For plaintiff: Karen A. Jacobs, Megan W. Cascio, Courtney Kurz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Laurie Carr Mims, Benjamin D. Rothstein, Candice Mai Khanh Nguyen, Melissa Cornell, Catherine C. Porto, Keker, Van Nest & Peters LLP, San Francisco, CA for plaintiffs.
    for defendant: Michael A. Weidinger, Megan Ix Brison, Pinckney, Weidinger, Urban & Joyce LLC, Wilmington, DE; Elizabeth Sandza, Richard Sandza, Sandza Law, PLLC, Washington, DC for defendant.

    Case Number: 2021-0694-NAC

    Officer was obligated to reimburse corporation for advancement costs issued in connection with officer's criminal prosecution for actions taken in the course of his duties when that prosecution culminated in his conviction, precluding him from asserting good faith entitlement to indemnification under the Delaware General Corporation Law.

  • MSCM Holdings, Inc. v. PCS-Mosaic Holdings, LLC

    Publication Date: 2024-08-13
    Practice Area: Mergers and Acquisitions
    Industry: Defense | Software | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Alan D. Albert, Stephen D. Dargitz, O’Hagan Meyer PLLC, Wilmington, DE; Charles M. Sims, C. Quinn Adams, O’Hagan Meyer, PLLC, Richmond, VA for plaintiff.
    for defendant: John G. Harris, Berger Harris LLP, Wilmington, DE for defendant.

    Case Number: 2022-0959-SG

    Court dismissed third-party claims as unable to provide relief if defendants were found liable to plaintiffs, and defendants' counterclaims for their failure to provide the contractually required pre-suit notice.

  • Fortis Advisors LLC v. Medtronic Minimed, Inc.

    Publication Date: 2024-08-13
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory | Manufacturing | Software
    Court: Court of Chancery
    Judge: Chancellor Adams
    Attorneys: For plaintiff: Ronald S. Gellert, Gellert Seitz Busenkell & Brown, LLC, Wilmington, DE; Derek J. Meyer, Prospect Law LLP, Los Angelos, CA for plaintiff.
    for defendant: Jacqueline A. Rogers, Potter Anderson & Corroon LLP, Wilmington, DE; Victor L. Hou, Cleary Gottlieb Steen & Hamilton LLP, New York, NY; Nowell D. Bamberger, Cleary Gottlieb Steen & Hamilton LLP, Washington, DC for defendant.

    Case Number: 2023-1055-MAA

    Court declined to find a breach of merger agreement where seller agreed to impose no specific contractual duties upon the buyer to achieve the milestone for a contingent payment, as the buyer had discretion to exercise business judgment provided its primary purpose was not to defeat the milestone payment.

  • Former SARcode Shareholder LLC v. Novartis Pharma AG

    Publication Date: 2024-08-13
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory | Pharmaceuticals
    Court: Court of Chancery
    Judge: Vice Chancellor Cook
    Attorneys: For plaintiff: John G. Harris, Halloran Farkas + Kittila LLP, Wilmington, DE for plaintiff.
    for defendant: Stephen C. Norman, Jaclyn C. Levy, Emma K. Diver, Potter Anderson & Corroon LLP, Wilmington, DE for defendant.

    Case Number: 2022-1053-NAC

    Court denied motion to vacate judgment dismissing action to enforce information rights on res judicata grounds where existence of underlying clinical trial data had been known to parties in prior action, where they could have sued to enforce their information rights.

  • In the Matter of the Niki & Darren Irrevocable Trust

    Publication Date: 2024-08-06
    Practice Area: Trusts and Estates
    Industry: Financial Services and Banking
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff:
    for defendant:

    Case Number: 2019-0302-SG

    Successor beneficiary of trust successfully challenged purported decanting of trust corpus into a new trust where the trust did not give trustees the authority to invade trust corpus, a necessary power to decant trust assets under Delaware law.