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  • In re Anaplan, Inc. Stockholders Litig.

    Publication Date: 2024-07-09
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory | Software
    Court: Court of Chancery
    Judge: Vice Chancellor Cook
    Attorneys: For plaintiff: Gregory V. Varallo, Andrew E. Blumberg, Daniel E. Meyer, Bernstein Litowitz Berger & Grossman LLP, Wilmington, DE; Ned Weinberger, Mark Richardson, Labaton Keller Sucharow LLP, Wilmington, DE; David Schwartz, John Vielandi, Labaton Keller Sucharow, New York, NY; Aaron T. Morris, Leonid Kandinov, Andrew W. Robertson, Morris Kandinov LLP, New York, NY for plaintiffs.
    for defendant: Edward B. Micheletti, Sarah R. Martin, Ryan M. Lindsay, Lauren M. Griffith, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendants.
    Case Number: 2022-1073-NAC

    Court dismissed former stockholder's fiduciary duty claim arising from breach of merger agreement leading to reduced merger consideration where the reduced price still provided a premium over the stock price and the stockholders approved the merger in an informed vote.

  • Matrix Parent, Inc. v. Audax Mgmt. Co., LLC

    Publication Date: 2024-07-09
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory | Software | Technology Media and Telecom
    Court: Delaware Superior Court
    Judge: Judge Adams
    Attorneys: For plaintiff: Elena C. Norman, Daniel M. Kirshenbaum, Michael A. Laukaitis, II, Young, Conaway, Stargatt, and Taylor LLP, Wilmington, DE; Michael S. Shuster, Vincent Levy, Holwell Shuster & Goldberg LLP, New York, NY for plaintiffs.
    for defendant: Kevin R. Shannon, Potter Anderson & Corroon LLP, Wilmington, DE; Kevin B. Huff, Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C., Washington, DC; Michael Kendall, White & Case LLP, Boston, MA for defendants.
    Case Number: N23C-10-212 MAA CCLD

    Court declined to dismiss fraud claims in connection with stock purchase agreement where buyer adequately pled that defendant controllers were in a position to know of the fraudulent nature of seller's financials and where the company's alleged unlawful bookkeeping practices violated representations and warranties in the SPA.

  • Deane v. Maginn

    Publication Date: 2024-07-02
    Practice Area: Damages
    Industry: Investments and Investment Advisory | Software
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: David H. Holloway, Shlansky Law Group, LLP, Wilmington, DE; Christine M. Mackintosh, Esquire Grant & Eisenhofer P.A. Wilmington, DE for plaintiff.
    for defendant: Jody C. Barillare, Amy M. Dudash, Wilmington, DE for defendant.
    Case Number: 2017-0346-LWW

    Court declined to award pre-judgment/pre-trial interest on rescissory damages as judgment creditor was not deprived of its funds and defendant was being ordered to disgorge the benefits he accrued by usurping creditor's corporate opportunities.

  • Trifecta Multimedia Holdings Inc. v. WCG Clinical Serv. LLC

    Publication Date: 2024-06-25
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Bradley R. Aronstam, Roger S. Stronach, Holley E. Newell, Ross Aronstam & Moritz LLP, Wilmington, DE; David S. Flugman, Lauren J. Zimmerman, Korey Boehm, Selendy Gay PLLC, New York, NY for plaintiffs.
    for defendant: Susan W. Waesco, Emily C. Friedman, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; William C. Jackson, Ashley Moore Drake, Goodwin Procter LLP, Washington, D.C.; Ariel E. Rogers, Goodwin Procter LLP, Redwood City, CA; Lauren E. Jackson, Goodwin Procter LLP, Boston, MA for defendant.
    Case Number: 2023-0699-JTL

    Statements that did not constitute mere puffery were sufficient to state a fraud claim where plaintiff adequately alleged defendant's scienter and where the parties' contract lacked an anti-reliance clause.

  • Jaroslawicz v. M&T Bank Corp.

    Publication Date: 2024-06-25
    Practice Area: Mergers and Acquisitions
    Industry: Financial Services and Banking | Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Wallach
    Attorneys: For plaintiff: Francis J. Murphy, Jr., Jonathan L. Parshall, Murphy, Spadaro & Landon, Wilmington, DE; Steven M. Coren, Benjamin M. Mather, Matthew R. Williams, Kauffman, Coren & Ress, P.C, Philadelphia, PA for plaintiffs.
    for defendant: Brian M. Rostocki, Anne M. Steadman, Justin M. Forcier, Reed Smith LLP, Wilmington, DE; Jonathan K. Youngwood, Janet A. Gochman, Tyler A. Anger, V. Noah Gimbel, Katherine A. Hardiman, Simpson, Thacher & Bartlett, New York, NY; Kevin R. Shannon, Daniel Rusk, Potter Anderson & Corroon LLP, Wilmington, DE; Tracy Richelle High, Scott A. Foltz, Sullivan & Cromwell LLP, New York, NY for defendants.
    Case Number: 15-00897-EJW

    Court did not err in denying class certification where its rulings did not constitute an impermissible "prediction" of plaintiffs' success on the merits and where there was no authority precluding the court from considering loss causation.

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  • Osios LLC v. Tiptree, Inc.

    Publication Date: 2024-06-25
    Practice Area: Corporate Governance
    Industry: Cargo and Shipping | Insurance | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Cook
    Attorneys: For plaintiff: Andrew H. Sauder Dailey, LLP, Wilmington, DE for plaintiff.
    for defendant: Rebecca L. Butcher, Jennifer L. Cree, Howard W. Robertson IV, Landis Rath & Cobb LLP, Wilmington, DE for defendant.
    Case Number: 2023-0589-NAC

    Failure to follow written notice requirements to exercise investment option was waived where defendants acted to delay or obstruct plaintiff's efforts to exercise the option despite multiple oral notices of intent to exercise.

  • Yeransian v. Markel Group Inc.

    Publication Date: 2024-06-25
    Practice Area: Mergers and Acquisitions
    Industry: Insurance | Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Rendell
    Attorneys: For plaintiff:
    for defendant:
    Case Number: 23-2234

    Court affirmed summary judgment dismissal of claims where they were collaterally estopped by satisfied arbitration award that resolved the parties' dispute over valuation of deferred compensation payments.

  • Rhoades v. Wells Fargo Advisors, LLC

    Publication Date: 2024-06-25
    Practice Area: Business Torts
    Industry: Financial Services and Banking | Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Connolly
    Attorneys: For plaintiff: Geoffrey G. Grivner, Buchanan Ingersoll & Rooney PC, Wilmington, DE; Andrew J. Shapren, Scott C. Oberlander, Buchanan Ingersoll & Rooney PC, Philadelphia, PA for plaintiffs.
    for defendant: John P. DiTomo, Courtney L. Kurz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; David G. Hille, Gregory M. Stamer, Erika Murdoch, White & Case LLP, New York, NY for defendant.
    Case Number: 23-1262-CFC

    Court affirmed FINRA arbitration award, rejecting plaintiffs' arguments in support of their motion to vacate where the award was based on applicable statutory law and a reasonable interpretation of FINRA rules, and where the court lacked authority to reweigh the evidence.

  • Leon v. Orlando

    Publication Date: 2024-06-18
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: David L. Finger, Finger & Slanina, LLC, Wilmington, DE for plaintiffs.
    for defendant: Matthew D. Perri, Daniel E. Kaprow, Elizabeth J. Freud, Alfred P. Dillione, Rae Ra, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
    Case Number: 2024-0311-LWW

    Court ordered a bond due to the potential for defendant suffering financial losses in connection with a status quo order that restricted defendant from transferring securities it was set to receive.

  • In re Hennessy Capital Acquisition Corp. IV Stockholder Litig.

    Publication Date: 2024-06-18
    Practice Area: Mergers and Acquisitions
    Industry: Automotive | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: P. Bradford deLeeuw, deLeeuw Law LLC, Wilmington, DE; Robert C. Schubert, Willem F. Jonckheer, Schubert Jonckheer & Kolbe LLP, San Francisco, CA for plaintiff.
    for defendant: Kevin R. Shannon, Christopher N. Kelly, Daniel M. Rusk IV, Potter Anderson & Corroon LLP, Wilmington, DE; James W. Ducayet, Heather Benzmiller Sultanian, Thomas H. Collier, Sidley Austin LLP, Chicago, IL for defendants.
    Case Number: 2022-0571-LWW

    Breach of fiduciary duty claims arising from de-SPAC transaction dismissed where claims were based on post-merger developments and thus there was no evidence that defendants failed to disclose material information to public stockholders considering redemption or investment.