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  • Lavin v. West Corp.

    Publication Date: 2018-01-10
    Practice Area: Corporate Governance | Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Peter B. Andrews, Craig J. Springer, David M. Sborz, Randall J. Baron, David T. Wissbroecker, Christopher H. Lyons and W. Scott Holleman for plaintiff
    for defendant: Kevin R. Shannon, Christopher N. Kelly, Daniel M. Rusk, Walter C. Carlson, Nilofer I. Umar and Elizabeth Y. Austin for de-fendant.
    Case Number: D68002

    A stockholder was entitled to request books and records to investigate possible breaches of fiduciary duty by corporate officers and directors where the stockholder presented some evidence of mismanagement or wrongdoing.

  • Oklahoma Firefighters Pension & Retirement System v. Corbat

    Publication Date: 2018-01-03
    Practice Area: Corporate Governance
    Industry: Financial Services and Banking | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Stuart M. Grant, Nathan A. Cook, Rebecca A. Musarra, Mark Lebovitch, David L. Wales, Alla Zayenchik, Brian J. Robbins, Felipe J. Arroyo and Gina Stassi for plaintiffs
    for defendant: Donald J. Wolfe, Jr., T. Brad Davey, Tyler J. Leavengood, Jay G. Stirling, Mary Eaton, Frank Scaduto, Stephen P. Lamb, Me-ghan M. Dougherty, Brad S. Karp, Bruce Birenboim, Susanna Buergel and Jane B. O'Brien for defendants.
    Case Number: D67996

    In this stockholder derivative action, plaintiffs failed to establish bad faith on the part of corporate officers and directors in their responses to numerous regulatory issues.

  • Capella Holdings, LLC v. Anderson

    Publication Date: 2017-12-20
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: A. Thompson Bayliss and Sarah E. Hickie, Abrams & Bayliss LLP, Wilimington, DE; Jeffrey J. Bushofsky and Nicholas M. Berg, Ropes & Gray LLP, Chicago, IL, attorneys for plaintiff
    for defendant: Adam Hiller, Hiller Law, LLC, Wilmington, DE; C. Mark Pickrell, The Pickrell Law Group, P.C. Nashville, TN, attorneys for defendant.
    Case Number: D67975

    Company entitled to summary judgment on breach claim for former officers disclosure of privileged company information, where there was no anti-dilution provision in former officers agreement for company to violate, such that former officers breach by disclosure was unexcused.

  • Zohar II 2005-1, Ltd. v. FSAR Holdings, Inc.

    Publication Date: 2017-12-20
    Practice Area: Contractual Disputes
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Kenneth J. Nachbar, Megan Ward Cascio, Lauren Neal Bennett, Thomas P. Will, Michael Carlinsky, Jonathan Pickhardt, El-lison Ward Merkel and Blair Adams for plaintiffs
    for defendant: Kevin G. Abrams, J. Peter Shindel, Jr., Daniel R. Ciarrocki, Edward J. Bennett and Ava V. Baker for defendants FSAR Hold-ings, Inc.; Kevin G. Abrams, J. Peter Shindel, Jr., Daniel R. Ciarrocki, Mark A. Kirsch, Robert F. Serio, Susan E. Brune and Erin C. Dougherty for defendant Tilton.
    Case Number: D67981

    Proxies were invalid where they were not coupled with a beneficial interest, and their creation was inconsistent with the un-ambiguous terms of the parties transactional documents.

  • Yucaipa American Alliance Fund I, LP v. Ehrlich

    Publication Date: 2017-11-29
    Practice Area: Business Torts | Civil Procedure
    Industry: Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Scirica
    Attorneys: For plaintiff:
    for defendant:
    Case Number: D67957

    Plaintiff lacked standing and failed to allege sufficient predicate acts to establish a pattern of racketeering activity under the Racketeer Influenced and Corrupt Organizations Act. Affirmed.

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    Constangy’s Field Guide to the Fair Labor Standards Act 2014

    Authors: Michael D. Malfitano

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  • Murphy v. Pentwater Capital Management LP

    Publication Date: 2017-11-15
    Practice Area: Civil Procedure | Employment Litigation
    Industry: Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Carpenter
    Attorneys: For plaintiff: Thomas M. Horan and Johnna M. Darby for plaintiff
    for defendant: John L. Reed, Ethan H. Townsend and Harrison S. Carpenter for defendants.
    Case Number: D67940

    The court lacked personal jurisdiction over an individual defendant whose only connection to the state was as the CEO for two Delaware corporations.

  • Gramercy Emerging Markets Fund v. Allied Irish Banks, P.L.C.

    Publication Date: 2017-11-08
    Practice Area: Civil Procedure | Commercial Law
    Industry: Financial Services and Banking | Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Strine
    Attorneys: For plaintiff: Stephen B. Brauerman and Sara E. Bussiere, Bayard, P.A., Wilmington, DE; Sean F. O'Shea, Michael E. Petrella, Amanda L. Devereux, and Brian B. Alexander, Boies Schiller Flexner LLP, New York, NY, attorneys for appellants
    for defendant: Kevin R. Shannon and Christopher N. Kelly, Potter Anderson & Corroon LLP, Wilmington, DE; Walter C. Carlson and Elizabeth Y. Austin, Sidley Austin LLP, Chicago, IL; Kenneth J. Nachbar and Ryan D. Stottman, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Christopher Landau, Kirkland & Ellis LLP, Washington, DE; Brian D. Sieve and Jessica L. Staiger, Kirkland & Ellis LLP, Chicago, IL; Jeremy M. Feigenbaum, Kirkland & Ellis LLP, New York, NY, attorneys for appellees.
    Case Number: D67926

    Evaluating dismissal of a case on forum non conveniens grounds, previously dismissed by another jurisdiction on forum non conveniens grounds as well, required balanced application of forum non conveniens standards under the Cryo-Maid holding.

  • Mooney v. Pioneer Natural Resources Co.

    Publication Date: 2017-11-08
    Practice Area: Business Torts
    Industry: Energy | Investments and Investment Advisory
    Court: Delaware Superior Court
    Judge: Judge Cooch
    Attorneys: For plaintiff: N/A
    for defendant: William M. Lafferty, Susan W. Waesco, Richard Li, Kevin T. Abikoff and Benjamin Britz for defendant.
    Case Number: D67931

    Plaintiffs allegations regarding fraud were conclusory and did not put defendant on notice of the precise misconduct with which it was charged, nor did plaintiff adequately plead facts related to his claimed financial loss.

  • The City of Cambridge Ret. Sys. v. Universal Health Servs., Inc.

    Publication Date: 2017-11-01
    Practice Area: Corporate Entities
    Industry: Health Care | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Stuart Grant, Michael J. Barry, and Irene R. Lax, Grant & Eisenhofer P.A., Wilmington, DE; Mark Lebovitch, David Wales, and David MacIssac, Bernstein Litowitz Berger & Grossmann LLP, New York, NY, attorneys for plaintiff
    for defendant: Joseph C. Schoell and Ryan T. Costa, Drinker Biddle & Reath LLP, Wilmington, DE; Gary A. Orseck, Matthew M. Madden, and Joshua S. Bolian, Robbins Russell, Englert, Orseck, Untereiner & Sauber LLP, Washington, DC, attorneys for defendant.
    Case Number: D67919

    Incorporation-by-reference condition imposed upon grant of stockholders 220 demand where it would reasonably permit corporation to respond to future litigation by referring to documents in motion to dismiss.

  • du Pont v. Wilmington Trust Co.

    Publication Date: 2017-10-25
    Practice Area: Trusts and Estates
    Industry: Chemicals and Materials | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Matthew P. D'Emilio and Thomas A. Uebler, Cooch and Taylor, P.A., Wilmington, DE, attorneys for petitioner
    for defendant: Robert S. Saunders, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE, attorney for respondent.
    Case Number: D67912

    Petition to remove trustee dismissed where friction caused by trustees exercise of discretion to deny permissive distributions did not constitute trustees unwillingness to serve or threaten its ability to administer the trust.