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Publication Date: 2023-03-07
Practice Area: Corporate Entities
Industry: Automotive | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Raymond J. DiCamillo, Kevin M. Gallagher, Alexander M. Krischik, Edmond S. Kim, Nicholas F. Mastria, Richards, Layton & Finger, P.A., Wilmington, DE for petitioner.
for defendant: NA
Case Number: 2023-0083-LWW
Court approved de-SPAC transaction approved by Class A and Class B common stockholders voting as single class where company conducted stockholder vote in good faith belief as to its validity, the transaction was treated as effective by the equities markets, and significant harm could come to the company in the absence of validation.
Publication Date: 2023-02-21
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Daniel C. Herr, Law Office of Daniel C. Herr LLC, Wilmington, DE; Matthew D. Henneman, Scott D. Smith, Henneman Rau Kirklin & Smith LLP, Houston, TX for plaintiff.
for defendant: John H. Newcomer, Jr., Morris James LLP, Wilmington, DE; Andrew P. Campbell, Todd Campbell, Erin G. Godwin, Campbell Partners, LLC, Birmingham, AL for defendant.
Case Number: 2022-0086-LWW
Preliminary injunction denied where plaintiff was unlikely to succeed on merits of breach of non-compete claim where Alabama law would likely apply despite the parties' Delaware choice-of-law provision as the non-compete would offend Alabama public policy and give it the weightier interest in the case.
Publication Date: 2023-02-14
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Retail
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: David L. Finger, Finger & Slanina, LLC, Wilmington, DE for plaintiff.
for defendant: F. Troupe Mickler IV, Marie M. Degnan, Ashby & Geddes, P.A., Wilmington, DE; John B. Horgan, Joanna R. Cohen, Ellenoff Grossman & Schole LLP, New York, NY; John D. Hendershot, Andrew L. Milam, Melissa A. Lagoumis, Richards, Layton & Finger, P.A., Wilmington, DE; Bryan B. House, Foley & Lardner LLP, Milwaukee, WI; Scott J. Leonhardt, Jason A. Gibson, The Rosner Law Group LLC, Wilmington, DE; S. Preston Ricardo, Golenbock Eiseman Assor Bell & Peskoe LLP, New York, NY for defendants.
Case Number: 2021-1119-LWW
Court declined to vacate judgment where alleged new evidence was already known to plaintiff and plaintiff failed to plead the existence of any fraud, and where plaintiff waited more than two years to file his motion, choosing instead to relitigate the issues in another jurisdiction in the interim.
Publication Date: 2023-01-17
Practice Area: Corporate Governance
Industry: Automotive | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Michael J. Barry, Grant & Eisenhoffer, P.A., Wilmington, DE; Michael Klausner, Stanford, CA, for plaintiff.
for defendant: John L. Reed, Ronald N. Brown, Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; Melanie E. Walker, Gaspard Rappoport, DLA Piper LLP (US), Los Angeles, CA for defendants.
Case Number: 2021-0679-LWW
Public stockholder in pre-merger special purpose acquisition company sufficiently stated breach of fiduciary claims under entire fairness review by alleging that sponsor and the SPAC board were conflicted as they stood to see a return on their investment even though the post-merger company would not succeed, and regardless of whether the public stockholders would be better served by liquidation.
Publication Date: 2022-11-15
Practice Area: Corporate Governance
Industry: Biotechnology | Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Jeffrey J. Lyons, Baker & Hostetler LLP. Wilmington, DE; Teresa Goody Guillén, Baker & Hostetler LLP, Washington D.C.; Marco Molina, Baker & Hostetler LLP, Costa Mesa, CA for plaintiff.
for defendant: Michael A, Pittenger, William R. Denny, Matthew F. Davis, Nicholas D. Mozal, Laura G. Readinger, Carson R. Bartlett, Shelby M. Thornton, Potter Anderson & Corroon LLP, Wilmington, DE for defendants.
Case Number: 2022-0669-LWW
The court denied plaintiff stockholder's request for preliminary injunctive relief requesting that defendant board of directors recognize a candidate nomination.
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Publication Date: 2022-10-18
Practice Area: Mergers and Acquisitions
Industry: Consumer Products
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Stephen C. Norman, Matthew F. Davis, Tyler J. Leavengood, Potter Anderson & Corroon LLP, Wilmington, DE; Elizabeth B. McCallum, Gilbert S. Keteltas, Carey S. Busen, Evan M. Mannering, Baker & Hostetler, LLP, Washington, D.C.; Jim W. Phillips, Jr., Kimberly M. Marston, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, Greensboro, NC; Charles E. Coble, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, Raleigh, NC for plaintiff.
for defendant: Gregory P. Williams, Rudolf Koch, Robert L. Burns; Matthew D. Perri, Richards, Layton & Finger, P.A., Wilmington, DE; Noel J. Francisco, C. Kevin Marshall, William D. Coglianese, Jones Day, Washington, D.C.; Stephanie E. Parker, Katrina L.S. Caseldine, Jones Day, Atlanta, GA; David B. Alden, Kevin P. Riddles, Jones Day, Cleveland, OH; Elli Leibenstein, Greenberg Traurig, LLP, Chicago, IL; Stephen L. Saxl, Greenberg Traurig, LLP, New York, NY; Andrea Shwayri Ferraro, Greenberg Traurig, P.A., West Palm Beach, FL for defendants.
Case Number: 2017-0129-LWW
Judgment to recover unpaid settlement payments under settlement agreement with state government constituted an assumed liability under parties' asset purchase agreement where the settlement payments were based on buyer's sales of acquired cigarette brands in the state.
Publication Date: 2022-06-14
Practice Area: Corporate Governance
Industry: E-Commerce | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Blake A. Bennet, Cooch and Taylor, P.A., Wilmington, DE; Geoffrey M. Johnson, Scott+Scott Attorneys at Law LLP, Cleveland Heights, OH; Donald A. Broggi, Scott R. Jacobsen, Scott+Scott Attorneys at Law LLP, New York, NY for plaintiff.
for defendant: Kevin R. Shannon, Berton W. Ashman, Jr., Mathew A. Golden, Potter Anderson & Corroon LLP, Wilmington, DE; William Savitt, Anitha Reddy, Adam M. Gogolak, Corey J. Banks, Zachary M. David, Wachtell, Lipton, Rosen & Katz, New York, NY for defendant.
Case Number: D69849
Plaintiff's request for additional books and records denied where it had failed to produce evidence permitting an inference that defendant corporation was engaged in antitrust and tax law violations, such that plaintiff's request merely constituted an improper fishing expedition.
Publication Date: 2022-04-12
Practice Area: Litigation
Industry: Consulting
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Bartholomew J. Dalton, Michael C. Dalton, Dalton & Associates, P.A., Wilmington, DE; Adam Balick, Michael Collins Smith, Balick & Balick, LLC, Wilmington, DE for plaintiff.
for defendant: David E. Ross, Anthony Calvano, Ross Aronstam & Moritz LLP, Wilmington, DE; J. Christian Word, Latham & Watkins LLP, Washington, DC; Luke Nikas, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY; William A. Burck, Ben A. O’Neil, Quinn Emanuel Urquhart & Sullivan, LLP for defendant.
Case Number: D69776
The court held that plaintiff was not entitled to an anti-suit injunction because a state court cannot restrain federal court proceedings.
Publication Date: 2022-03-22
Practice Area: Corporate Entities
Industry: Biotechnology | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Kenneth J. Nachbar, S. Mark Hurd, Sara Toscano, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Aaron Miner, Arnold & Porter, New York, NY for plaintiff.
for defendant: Matthew F. Davis, Aaron R. Sims, Callan R. Jackson, Potter Anderson & Corroon LLP, Wilmington, DE; Jeffrey W. Shields, Shields Law Offices, Irvine, CA for defendant.
Case Number: D69754
The court held that Krauss was entitled to advancement for fees associated with her response to the SEC subpoenas, her de-fense of the direct actions, and her prosecution of her affirmative defenses and compulsory counterclaims because those claims flowed from her position as a director and officer of KBL.
Publication Date: 2022-03-15
Practice Area: Corporate Governance
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; Colin R. Hagan, David J. Shlansky, Shlansky Law Group, LLP, Chelsea, MA for plaintiffs.
for defendant: Jody C. Barillare, Amy M. Dudash, Morgan, Lewis & Bockius LLP, Wilmington, DE; Michael D. Blanchard, Morgan, Lewis & Bockius, Boston, MA for defendants
Case Number: D69744
The court held that plaintiffs' claim against defendant for allowing warrants to expire was time-barred.
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