• Rivest v. Hauppauge Digital, Inc.

    Publication Date: 2022-09-13
    Practice Area: Corporate Entities
    Industry: Electronics | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Chancellor Laster
    Attorneys: For plaintiff: Marcus E. Montejo, Prickett, Jones & Elliott, P.A., Wilmington, DE for plaintiff;
    for defendant: Douglas J. Cummings, DCummings Law, LLC, Wilmington, DE for defendant.

    Case Number: 2019-0848-PWG

    Court overruled master's recommendations for confidentiality for financial records produced under §220 request where company only managed to cite generalized concerns about loss of customers and suppliers, and shareholder had prevailing interest in obtaining valuation of his shares in long-dark company.

  • In re Morrow Park Holding LLC

    Publication Date: 2022-08-16
    Practice Area: Corporate Entities
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Fioravanti
    Attorneys: For plaintiff: Brian E. Farnan, Michael J. Farnan, Farnan LLP, Wilmington, DE for plaintiffs.
    for defendant: Richard P. Rollo, Travis S. Hunter, Angela Lam, Nicole M. Henry, John T. Miraglia, Richards, Layton & Finger, P.A., Wilmington, DE; Alan S. Loewinsohn, Kerry Schonwald, Loewinsohn Deary Simon Ray LLP, Dallas, TX for defendants.

    Case Number: D69920

    Although both parties had breached their business divorce agreements, plaintiffs had failed to demonstrate their entitlement to damages where plaintiffs' own conduct meant that defendants' breach was not the cause of plaintiffs' alleged loss.

  • W.D.C. Holdings, LLC v. IPI Partners, LLC

    Publication Date: 2022-07-05
    Practice Area: Corporate Entities
    Industry: E-Commerce | Investments and Investment Advisory | Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Stephen B. Brauerman, Sarah T. Andrade, Bayard, P.A., Wilmington, DE; Christopher O. Murray, Julian R. Ellis, Jr., Brownstein Hyatt Farber Schreck, LLP, Denver, CO for plaintiffs.
    for defendant: Matthew F. Davis, Justin T. Hymes, Potter Anderson & Corroon LLP, Wilmington, DE; Charles F. Connolly, Akin Gump Strauss Hauer & Feld, Washington, DC; Stephen M. Baldini, Stephanie Lindemuth, Akin Gump Strauss Hauer & Feld, New York, NY for defendants.

    Case Number: D69872

    Partner who was removed from joint venture plausibly alleged that co-venturer improperly asserted cause to exercise its removal rights, thereby constituting a non-exculpated breach of the joint venture agreement.

  • TransPerfect Global, Inc. v. Pincus

    Publication Date: 2022-06-28
    Practice Area: Corporate Entities
    Industry: Technology Media and Telecom
    Court: Delaware Supreme Court
    Judge: Justice Traynor
    Attorneys: For plaintiff: Frank E. Noyes, II, Offit Kurman, P.A., Wilmington, DE; Adam K. Bult, Brownstein Hyatt Farber Schreck, LLP, Las Vegas, NV; Jeremy Eicher, Eicher Law LLC, Wilmington, DE; Alan M. Dershowitz, Cambridge, MA for appellants.
    for defendant: Jennifer C. Voss, Cliff C. Gardner, Elisa M.C. Klein, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for appellee.

    Case Number: D69868

    Chancery court erred in holding company's majority shareholder and controller in contempt of violating an exclusive jurisdiction order where shareholder was not a party to the out-of-state action filed in contempt of the chancery court's order and where controlling stake did not itself make shareholder personally liable for the company's conduct.

  • Zohar III Ltd. v. Stila Styles, LLC

    Publication Date: 2022-06-14
    Practice Area: Corporate Entities
    Industry: Consumer Products | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: C. Barr Flinn, Emily V. Burton, Lauren Dunkle Fortunato, Alberto E. Chávez, Kevin P. Rickert, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE for plaintiff.
    for defendant: Patricia R. Urban, Elizabeth Wilburn Joyce, Megan Ix Brison, Pinckney, Weidinger, Urban & Joyce LLC, Wilmington, DE; Kathleen M. Miller, Robert K. Beste, III, Smith, Katzenstein & Jenkins LLP, Wilmington, DE; Monica K. Loseman, Gibson, Dunn & Crutcher LLP, Denver, CO for defendants.

    Case Number: D69848

    Transaction authorized by LLC manager solely within her capacity that issued new class of equity in and amending the rights of the new class and existing classes was void as a matter of contract where the LLC's operating agreement expressly granted the right to amend to certain existing classes of members.

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  • Garfield v. Allen

    Publication Date: 2022-06-07
    Practice Area: Corporate Entities
    Industry: Investments and Investment Advisory | Retail
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Brian Farnan, Michael J. Farnan, Farnan LLP, Wilmington, DE; Steven J. Purcell, Douglas E. Julie, Robert H. Lefkowitz, Anisha Mirchandani, Purcell Julie & Lefkowitz LLP, New York, NY for plaintiff.
    for defendant: Brian M. Rostocki, Benjamin P. Chapple, Justin M. Forcier, Reed Smith LLP, Wilmington, DE; William M. Regan, Allison M. Wuertz, Hogan Lovells US LLP, New York, NY for defendants.

    Case Number: D69838

    Stockholder alleged sufficient claim of breach of fiduciary duty by board in claiming that he had notified board that an officer's equity compensation award violated the express limitations of the company's plan and the board took no action to rectify the error.

  • In the Matter of Global Safety Labs, Inc.

    Publication Date: 2022-05-24
    Practice Area: Corporate Entities
    Industry:
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Marc S. Casarino, Karine Sarkisian, Kennedys CMK LLP, Wilmington, DE for petitioner.
    for defendant: N/A

    Case Number: D69823

    Due to the lack of sufficient information in a §280 petition to determine obligations to post security, a winding-up company was directed to file a document similar to a bankruptcy "first-day declaration."

  • Coster v. UIP Co., Inc.

    Publication Date: 2022-05-17
    Practice Area: Corporate Entities
    Industry: Investments and Investment Advisory | Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Max B. Walton, Kyle Evans Gay, Connolly Gallagher LLP, Newark, DE; Michael K. Ross, Thomas Shakow, Serine Consolino, Aegis Law Group LLP, Washington, DC for plaintiff.
    for defendant: Stephen B. Brauerman, Elizabeth A. Powers, Bayard, P.A., Wilmington, DE; Deborah B. Baum, Pillsbury Winthrop Shaw Pittman LLP, Washington, DC; Neal C. Belgam, Kelly A. Green, Jason Z. Miller, Smith Katzenstein & Jenkins LLP, Wilmington, DE for defendants.

    Case Number: D69814

    Board was substantially justified in approving stock sale that diluted equal stockholder's interest, where it mooted that stockholder's legal action that posed a risk of triggering termination of the company's key contracts.

  • In re Altaba, Inc.

    Publication Date: 2022-05-03
    Practice Area: Corporate Entities
    Industry: Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Paul J. Lockwood, Arthur R. Bookout, Matthew P. Majarian, Kathryn S. Bartolacci, Gregory P. Ranzini, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE; David E. Ross, Ross Aronstam & Moritz LLP, Wilmington, DE for petitioner.
    for defendant: Christopher P. Simon, Kevin S. Mann, David G. Holmes, Cross & Simon, LLC, Wilmington DE; E.F. Anthony Merchant, Q.C., Merchant Law Group LLP, Regina, Saskatchewan for claimant.

    Case Number: D69805

    Dissolved company was required to retain a security sufficient to cover the full amount of per se damages that could be imposed under statutory law governing pending litigation.

  • Krauss v. 180 Life Sciences Corp.

    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.