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  • In re: Samson Res. Corp.

    Publication Date: 2023-06-27
    Practice Area: Bankruptcy
    Industry: Investments and Investment Advisory
    Court: U.S. Bankruptcy Court
    Judge: Judge Shannon
    Attorneys: For plaintiff: Michael J. Farnan, Farnan LLP, Wilmington, DE; J. Christopher Shore, Colin T. West, White & Case, LLP, New York, NY for plaintiff.
    for defendant: Michael S. Neiberg, Young, Conaway, Stargatt & Taylor, LLP, Wilmington, DE; Sabina Willett, Morgan Lewis & Bockius LLP, Boston, MA; David M. Stern, KTBS Law LLP, Los Angeles, CA for defendants.
    Case Number: 15-11934 (BLS)

    Suit to recover proceeds of the sale of debtor as a fraudulent transfer failed where the acquisition negotiations were fair and conducted at arms-length, since the seller was entitled to sell the company for as much as they could get and the buyer was free to negotiate what it considered a fair price, even though in hindsight the purchase price seemed overinflated as it placed an unsustainable amount of debt on the company.

  • In re Tesla Motors, Inc. Stockholder Litig.

    Publication Date: 2023-06-20
    Practice Area: Mergers and Acquisitions
    Industry: Automotive | Energy | Investments and Investment Advisory
    Court: Delaware Supreme Court
    Judge: Justice Valihura
    Attorneys: For plaintiff: Jay W. Eisenhofer, Christine M. Mackintosh, Kelly L. Tucker, Vivek Upadhya, Grant & Eisenhofer P.A., Wilmington, DE; Michael Hanrahan, Kevin H. Davenport, Samuel L. Closic, Prickett, Jones & Elliott, P.A., Wilmington, DE; Daniel L. Berger, Grant & Eisenhofer P.A., New York, NY; Lee D. Rudy, Eric L. Zagar, Justice O. Reliford, Matthew Benedict, Kessler Topaz Meltzer & Check, LLP, Radnor, PA; Randall J. Baron, David T. Wissbroecker, Robbins Gellar Rudman & Dowd LLP, San Diego, CA for appellants.
    for defendant: David E. Ross, Garrett B. Moritz, Ross Aronstam & Moritz LLP, Wilmington, DE; Evan R. Chesler, Daniel Slifkin, Vanessa A. Lavely, Cravath, Swaine & Moore LLP, New York, NY for appellee.
    Case Number: 181, 2022

    Chancery court correctly found acquisition of company partially owned by controlling stockholder was entirely fair where stockholder recused himself from shareholder vote, the board operated independently, and evidence demonstrated that the acquired company had value from long-term cash flows and was not worthless due to being insolvent.

  • Braga Inv. & Advisory, LLC v. Yenni

    Publication Date: 2023-06-13
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Blake Rohrbacher, Andrew L. Milam, Richards, Layton & Finger, P.A., Wilmington, DE; David Lackowitz, Alexandra Kolod, Moses & Singer LLP, New York, NY for plaintiff.
    for defendant: Julia B. Klein, Klein LLC, Wilmington, DE; Justin S. Stern, Frigon Maher & Stern LLP, New York, NY; Francis G.X. Pileggi, Cheneise V. Wright, Lewis Brisbois Bisgaard & Smith LLP, Wilmington, DE for defendants.
    Case Number: 2019-0408-PAF

    Investor's fraudulent inducement claim failed where it was advised or had reason to know that a proposed operating agreement would be revised yet it never requested to see a copy of the final version before signing.

  • Optimiscorp v. Atkins

    Publication Date: 2023-06-13
    Practice Area: Corporate Governance
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Theodore A. Kittila, William E. Green, Jr., Halloran Farkas + Kittila LLP, Wilmington, DE for plaintiff.
    for defendant: Stephen B. Brauerman, Sarah T. Andrade, Megan A. McGovern, Bayard, PA, Wilmington, DE for defendant.
    Case Number: 2020-0183-MTZ

    Stockholders who pursued a derivative claim breached fiduciary duties to company by withholding the award in that claim, since derivative plaintiffs served as company agents rather than directors entitled to have their conduct reviewed under gross negligence or business judgment rule standards.

  • In re: Healthcare Real Estate Partners, LLC

    Publication Date: 2023-05-30
    Practice Area: Bankruptcy
    Industry: Investments and Investment Advisory | Real Estate
    Court: U.S. Bankruptcy Court
    Judge: Judge Goldblatt
    Attorneys: For plaintiff:
    for defendant:
    Case Number: 15-11931 (CTG)

    Debtor could recover reasonable legal costs incurred in dismissing involuntary petition filed by creditors to trigger their contractual rights to remove debtor from management role, rather than recover their claims against debtor's estate, but debtor suffered no lost profits damages where it was already an effectively defunct business at the time of the petition.

  • Law Journal Press | Digital Book

    Florida Evidence and Procedure 2019

    Authors: Patrick S. Montoya, Ervin A. Gonzalez, Ervin A. Gonzalez, Ervin A. Gonzalez, Ervin A. Gonzalez

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  • O'Hern v. Vida Longevity Fund, LP

    Publication Date: 2023-05-16
    Practice Area: Securities Litigation
    Industry: Insurance | Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Fallon
    Attorneys: For plaintiff:
    for defendant:
    Case Number: 21-402-SRF

    Court granted final approval to a class securities action settlement that provided substantial relief to the class, given the inherent risks that would be faced by taking the case to trial.

  • In re Edgio, Inc. Stockholders' Litig.

    Publication Date: 2023-05-16
    Practice Area: Mergers and Acquisitions | Telecommunications
    Industry: E-Commerce | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Gregory V. Varallo, Daniel E. Meyer, Bernstein Litowitz Berger & Grossman LLP, Wilmington, DE; Mark Lebovitch, Bernstein Litowitz Berger & Grossman LLP, New York, NY; Jeremy Friedman, David Tejtel, Friedman Oster & Tejtel PLLC, Bedford Hills, NY for plaintiffs.
    for defendant: Rudolf Koch, Kyle H. Lachmund, John M. O’Toole, Kevin M. Kidwell, Richards Layton & Finger, P.A., Wilmington, DE; Deborah Birnbach, Tucker DeVoe, Goodwin Procter LLP, Boston, MA for defendants.
    Case Number: 2022-0624-MTZ

    Corwin cleansing could not apply to injunctive relief claim against entrenching/defensive measures in stockholders' agreement, and plaintiffs alleged sufficient facts to support inference that company board negotiated those measures for itself to protect against stockholder activism.

  • Teuza A Fairchild Tech. Venture Ltd. v. Lindon

    Publication Date: 2023-05-09
    Practice Area: Mergers and Acquisitions
    Industry: Biotechnology | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Stephen E. Jenkins, Samuel M. Gross, Ashby & Geddes, Wilmington, DE; Donald J. Enright, Elizabeth K. Tripodi, Jordan A. Cafritz, Levi & Korsinsky, LLP, Washington, DC for plaintiff.
    for defendant: Raymond J. DiCamillo, Kevin M. Gallagher, Kyle H. Lachmund, Richards, Layton & Finger, P.A., Wilmington, DE; Adam H. Offenhartz, M. Jonathan Seibald, Gibson, Dunn & Crutcher LLP, New York, NY; Kevin M. Coen, Stephanie Rudolph, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Scott B. Czerwonka, Andrea S. Brooks, Wilks Law, LLC, Wilmington, DE; Kurt M. Heyman, Jamie L. Brown, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, DE; John F. Baughman, Daniel A. Schwartz, JFB Legal, PLLC, Norfolk, VA for defendants.
    Case Number: 2022-0130-SG

    Former stockholder plausibly alleged fiduciary claims against controller as it received non-ratable benefit from sale of the company and attempted to induce minority stockholders to waive any fiduciary claims to receive their merger consideration.

  • Shareholder Representative Serv. LLC v. HPI Holdings, LLC

    Publication Date: 2023-05-09
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Richard L. Renck, Michael B. Gonen, Duane Morris, LLP, Wilmington, DE; Michael P. Gallagher, Duane Morris, LLP, Philadelphia, PA for plaintiff.
    for defendant: Lisa A. Schmidt, Matthew W. Murphy, Nicole M. Henry, Richards, Layton & Finger, P.A., Wilmington, DE; David P. Whittlesey, Jacob Fields, Shearman & Sterling LLP, Austin, TX for defendant.
    Case Number: 2022-0166-PAF

    Earn-out provision requiring successor company to secure new agreement was not triggered where company merely amended its existing agreement with a customer by rescinding the customer's notice of termination.

  • In re Baker Hughes, a GE Co., Derivative Litig.

    Publication Date: 2023-05-02
    Practice Area: Corporate Governance
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Michael J. Barry, Jason M. Avellino, Kelly L. Tucker, Grant & Eisenhofer, P.A., Wilmington, DE; Peter B. Andrews, Craig J. Springer, David M. Sborz, Andrew J. Peach, Andrews & Springer LLC, Wilmington, DE; Jeremy S. Friedman, David F.E. Tejtel, Christopher M. Windover, Friedman Oster & Tejtel PLLC, Bedford Hills, NY for plaintiffs.
    for defendant: A. Thompson Bayliss, Matthew L. Miller, Abrams & Bayliss LLP, Wilmington, DE; Karl Stern, Elizabeth M. Devaney, Quinn Emanuel Urquhart & Sullivan LLP, Houston, TX for defendant.
    Case Number: 2019-0201-LWW

    Although special litigation committee had a defect in consisting of only one director, that director's independence and the thoroughness of their investigation supported finding that its judgment to terminate derivative litigation was made following diligent and good-faith analysis.