• In re: Paragon Offshore PLC

    Publication Date: 2022-04-26
    Practice Area: Bankruptcy
    Industry: Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Per Curiam
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D69793

    Shareholder's appeal of Chapter 11 plan denied where equity holders lacked standing where debtor would not have any assets for equity holders after satisfying claims of its creditors.

  • Pentwater Capital Mgmt. LP v. Kaz

    Publication Date: 2022-04-26
    Practice Area: Contracts
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Stephen B. Brauerman, Jason C. Jowers, Sarah T. Andrade, Justin C. Barrett, Bayard P.A. Wilmington, DE for plaintiffs.
    for defendant: Rudolf Koch, Kyle Lachmund, Richards, Layton & Finger, P.A., Wilmington, DE; Daniel Lynch, Lynch Thompson LLP, Chicago, IL for defendant.

    Case Number: D69790

    The court held that any harm incurred by plaintiffs by allowing the forum selection cause issue to be litigated in Illinois was of their own making such that plaintiffs should not be allowed to enjoin the Illinois action.

  • Sorenson Impact Found. v. Cont'l Stock Transfer & Trust Co.

    Publication Date: 2022-04-19
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Eric D. Selden, Anthony M. Calvano, Ross Aronstam & Moritz LLP, Wilmington, DE; Cameron M. Hancock, Adam D. Wahlquist, Kirton McConkie, Salt Lake City, UT for plaintiffs.
    for defendant: Peter B. Ladig, Bayard, P.A., Wilmington, DE; Mark A. Harmon, Erin N. Teske, Hodgson Russ LLP, New York, NY; P. Clarkson Collins, Jr., K. Tyler O'Connell, Morris James LLP, Wilmington, DE; Anna Rotman, Kirkland & Ellis LLP, Houston, TX for defendants.

    Case Number: D69783

    The court, in this diverted merger consideration case, determined that defendant was not bound by a contract's forum selection clause because it was not a party to the contract and did not have sufficient contacts with Delaware to confer jurisdiction under the long-arm statute.

  • Innovate 2 Corp. v. Motorsport Games Inc.

    Publication Date: 2022-04-12
    Practice Area: Securities Litigation
    Industry: Entertainment and Leisure | Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Bibas
    Attorneys: For plaintiff: Joseph Benedict Cicero, Aidan T. Hamilton, Gregory Erich Stuhlman, Chipman Brown Cicero & Cole, LLP, Wilmington, DE; Matthew J. Reynolds, Sara G. Wilcox, Huth Reynolds LLP, New York, NY & Denver, CO; Ned C. Weinberger, Labaton Sucharow LLP, Wilmington, DE for plaintiffs.
    for defendant: Daniel A. O’Brien, Brian L. Schwalb, Venable LLP, Wilmington, DE for defendants.

    Case Number: D69779

    Minority stockholders plausibly alleged that controlling shareholder used insider knowledge to mislead the minority stockholders into being bought out for an unfair price where the now wholly owned company represented almost all the attributed value of the controlling shareholder, which soon after went public for a much higher price than the minority stockholders sold out for.

  • In re Pattern Energy Group Inc. Sec. Litig.

    Publication Date: 2022-04-12
    Practice Area: Securities Litigation
    Industry: Energy | Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Noreika
    Attorneys: For plaintiff: Sue L. Robinson, Brian E. Farnan, Michael J. Farnan, Farnan LLP, Wilmington, DE; Andrew J. Entwistle, Entwistle & Cappucci LLP, Austin, TX; Vincent R. Cappucci, Arthur V. Nealon, Brendan J. Brodeur, Jonathan H. Beemer, Jessica A. Margulis, Entwistle & Cappucci LLP, New York, NY; Marc M. Seltzer, Krysta Kauble Pachman, Susman Godfrey L.L.P., Los Angeles, CA for plaintiffs.
    for defendant: A. Thompson Bayliss, April M. Kirby, Abrams & Bayliss LLP, Wilmington, DE; Alan S. Goudiss, K. Mallory Brennan, Shearman & Sterling LLP, New York, NY; Christina E. Myrold, Shearman & Sterling LLP, San Francisco, CA for defendants.

    Case Number: D69781

    Motion to dismiss Exchange Act violations denied where plaintiffs plausibly alleged that defendant board had acknowledged that a competing merger offer constituted a better value and would provide stockholders with a higher price, and knew at the time of voting to approve another offer that the competing bidder was willing to continue discussing more favorable terms of merger.

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  • MPM Holdings Inc. v. Federal Ins. Co.

    Publication Date: 2022-03-29
    Practice Area: Insurance Litigation
    Industry: Insurance | Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Johnston
    Attorneys: For plaintiff: David J. Baldwin, Peter C. McGivney, Berger Harris LLP, Wilmington, DE; Bernard P. Bell, Tab R. Turano, Miller Friel PLLC, Washington, DC for plaintiff.
    for defendant: Gregory F. Fischer, Cozen O'Connor, Wilmington, DE; Angelo G. Savino, Rafael Rivera, Jr., Cozen O'Connor, New York, NY for defendants.

    Case Number: D69762

    The court held that the subject appraisal action was not a claim for a wrongful act such that the insurer was not obligated to provide coverage or reimburse defense costs.

  • Independence Realty Trust, Inc. v. USA Carrington Park 20, LLC

    Publication Date: 2022-03-22
    Practice Area: Trusts and Estates
    Industry: Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Wharton
    Attorneys: For plaintiff: James S. Green, Jr., Jared T. Green, Seitz, Van Ogtrop & Green, P.A., Wilmington, DE for plaintiffs Edward F. Brovelli, Jr., individually, and as trustee of The Brovelli Family Trust 2A and defendant USA Carrington Park 20, LLC.
    for defendant: Gregory F. Fischer, Cozen O’Connor, Wilmington, DE; John J. Sullivan, Cozen O’Connor, New York, NY, for defendants Independence Realty Operating Partnership, LP, Independence Realty Trust, Inc., Independence Realty Advisors, LLC, IRT Carrington Apartments Owner, LLC and plaintiffs Independent Realty Trust, Inc., and Independence Realty Operating Partnership, LP.

    Case Number: D69751

    The court held the trust had standing to sue defendants because defendant Carrington had transferred its right to sue to the trust, that Brovelli as an individual did not have standing to sue because he was not a party to any of the subject contracts, that defendants who were not parties to the subject contracts should be dismissed, and that whether damages were direct or consequential had issues of fact and were not appropriate for a motion to dismiss.

  • 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.

  • Rogers v. Wilmington Trust Co.

    Publication Date: 2022-03-22
    Practice Area: Trusts and Estates
    Industry: Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Restrepo
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D69750

    The court found that plaintiff waived fiduciary claims about certain investments through a direct statement of waiver, the issue of whether excess fees was allowed by the trust agreement was time-barred, plaintiff failed to state a claim for proximate cause regarding whether defendant should have provided tax planning to plaintiff, former trustee was allowed by the trust agreement to act as both trustee and advisor, and the exculpation clause prohibited the equitable fraud claim.

  • Blue v. Fireman

    Publication Date: 2022-03-15
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Marcus E. Montejo, John G. Day, Prickett, Jones & Elliott, P.A., Wilmington, DE for plaintiffs.
    for defendant: Matthew D. Stachel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE; Audra J. Soloway, Jaren Janghorbani, Maia Usui, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY for defendants.

    Case Number: D69743

    The court found that plaintiffs' breach of fiduciary duty claim was a direct claim and not a derivative claim.