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Publication Date: 2023-05-30
Practice Area: Mergers and Acquisitions
Industry: Health Care
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Philip A. Rovner, Jonathan A. Choa, Potter Anderson & Corroon LLP, Wilmington, DE; Marisa B. Miller, Kevin K. Chang, Sheppard, Mullin, Richter & Hampton LLP, San Diego, CA for plaintiff.
for defendant: Sidney S. Liebesman, E. Chaney Hall, Nathaniel J. Klepser, Fox Rothschild LLP, Wilmington, DE; Erik J. Clark, Organ Law LLP, Columbus, OH for defendants.
Case Number: 2022-0979-MTZ
Although federal law obligated acquired healthcare provider to obtain patient consent before turning over records to acquirer, the provider nonetheless breached its contractual obligations to transfer the records and its representations and warranties that it had taken all action necessary to perform and that the transaction complied with applicable law.
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.
Publication Date: 2023-03-14
Practice Area: Mergers and Acquisitions
Industry: E-Commerce
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Michael A. Barlow, Abrams & Bayliss LLP, Wilmington, DE; Rollo C. Baker, IV, Margaret Schmidt, Quinn Emanuel Urquhart & Sullivan, New York, NY for plaintiff.
for defendant: Bradley R. Aronstam, S. Reiko Rogozen, Holly E. Newell, Ross Aronstam & Moritz LLP, Wilmington, DE; Yehudah L. Buchweitz, Joshua S. Amsel, Andrew Cauchi, Weil, Gotshal & Manges LLP, New York, NY for defendants.
Case Number: 2022-0434-MTZ
Complaint based on false representations made during merger negotiations barred by antireliance and integration clauses of the parties' merger agreement, which did not run afoul of Washington state antiwaiver laws.
Publication Date: 2023-02-14
Practice Area: Land Use and Planning
Industry: Real Estate | State and Local Government
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Richard L. Abbott, Abbott Law Firm, Wilmington, DE for plaintiff.
for defendant: Max B. Walton, Lauren P. DeLuca, Erica K. Sefton, Connolly Gallagher LLP, Wilmington, DE for defendants.
Case Number: 2021-1106-MTZ
Chancery court lacked subject matter jurisdiction over challenge to denial of special use permit by city council, which had acted in quasi-judicial capacity in denying the permit application and thus allowed for a remedy at law.
Publication Date: 2023-02-14
Practice Area: Corporate Governance
Industry: Education | Non-Profit
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Catherin A. Gaul, Ashby & Geddes, Wilmington, DE; H. Gregory Baker, Jayce Nadipuram, Patterson Belknap Webb & Tyler LLP for plaintiff.
for defendant: A. Thompson Bayliss, Daniel J. McBride, Abrams & Bayliss LLP, Wilmington, DE; Harvey J. Wolkoff, Matthew Mazzotta, Quinn Emanuel Urquhart & Sullivan LLP, Boston, MA for defendants.
Case Number: 2021-0926-MTZ
The court denied defendant nonprofit's motion to dismiss on the grounds that plaintiff adequately pled that defendant board members had violated their fiduciary duties and 8 Del C. §109 by restricting the general members' ability to make, amend, or repeal bylaws.
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Publication Date: 2023-01-10
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: David A. Jenkins, Neal C. Belgam, Jason Z. Miller, Smith Katzenstein & Jenkins LLP, Wilmington, DE; Steven J. Purcell, Robert H. Lefkowitz, Anisha Mirchandani, Purcell & Lefkowitz LLP, New York, NY for plaintiff.
for defendant: Paul J. Loughman, Joseph M. Turk, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Mark T. Stancil, Wilkie Farr & Gallagher LLP, Washington, D.C.; Betsy L. Feldman, Wilkie Farr & Gallagher LLP, New York, NY for defendant.
Case Number: 2022-0132-MTZ
Because corporate charter established two separate classes of stock rather than one class with two series, stockholder conferred benefit on company by demanding it grant the stockholder's class a separate vote on charter amendments affecting the class, and was accordingly entitled to an award of attorneys' fees and costs.
Publication Date: 2022-12-27
Practice Area: Trusts and Estates
Industry: Financial Services and Banking
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Paul D. Brown, Elliott Covert, Chipman Brown Cicero & Cole, LLP, Wilmington, DE; David Z. Ribakoff, Ribakoff Law Firm, Los Angeles, CA for plaintiff.
for defendant: Benjamin P. Chapple, Reed Smith LLP, Wilmington, DE; John M. McIntyre, Porter Wright Morris & Arthur LLP, Pittsburgh,PA for defendant.
Case Number: 2021-1034-MTZ
The court denied defendant trustee's motion to dismiss breach of fiduciary duty and trust claims.
Publication Date: 2022-11-15
Practice Area: Labor Law
Industry: Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Rolin P. Bissell, Elena C. Norman, Kevin P. Rickert, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Mary Eaton, Thomas Walsh, Nicholas Caselli, Freshfields Bruckhaus Deringer US LLP, New York, NY; Jonathan Kortmansky, Melissa Ginsberg, Braunhagey & Borden LLP, New York, NY for plaintiffs.
for defendant: David A. Felice, Bailey & Glaser, LLP, Wilmington, DE; Kevin D. Galbraith, Taylor N. Perretti, The Galbraith Law Firm, New York, NY; Sean R. O’Brien, A.J. Monaco, O’Brien LLP, New York, NY; Yonaton Aronoff, Joseph Gallagher, Harris St. Laurent & Wechsler LLP, New York, NY for defendants.
Case Number: 2022-0357-MTZ
New corporate entity following SPAC transaction was not bound to employment agreements executed by prior corporate entity and thus new entity was not obligated to arbitrate employees' grievances.
Publication Date: 2022-11-15
Practice Area: Corporate Entities
Industry: Food and Beverage
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Gregory F. Birney, Birney Law, LLC, Claymont, DE; Matt Simmons, Law Offices of Matt Simmons, Esq., Rockville, MD for plaintiff.
for defendant: Robert K. Beste, Smith, Katzenstein & Jenkins LLP, Wilmington, DE; Kimberly E. Blair, Deanna M. Williams, Wilson Elser Moskowitz Edelman & Dicker LLP, Chicago, IL for defendants.
Case Number: 2021-0798-MTZ
Full Faith and Credit Clause prohibited state from having exclusive jurisdiction clause that required transitory claims to be heard in that state, as such a law failed to give due respect to the judicial proceedings of other states.
Publication Date: 2022-09-27
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Thomas A. Uebler, Joseph L. Christensen, McCollum D’Emilio Smith Uebler LLC, Wilmington, DE for plaintiff
for defendant: Ryan D. Stottmann, Miranda N. Gilbert, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for defendants.
Case Number: 2021-0406-MTZ
Declaratory judgment action to declare release language in letter of transmittal unenforceable was not ripe where declaratory judgment would provide no benefit to the litigants as the release did not preclude the filing of a fiduciary claim where the release could be asserted as a defense to liability and resolved in that fiduciary action.
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