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Publication Date: 2023-11-27
Practice Area: Mergers and Acquisitions
Industry: Aerospace | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Catherine A. Gaul, Michael J. Vail, Ashby & Geddes, P.A., Wilmington, DE; David W. Affeld, Edward E. Johnson, Affeld Grivakes LLP, Los Angeles, CA for plaintiffs.
for defendant: William E. Manning, Jessica M. Jones, Michelle C. Streifthau-Livizos, Saul Ewing LLP, Wilmington, DE for defendants.
Case Number: 2022-0652-MTZ
Although plaintiffs failed to identify a contractual provision expressly requiring defendants to operate their aviation-related businesses through the parties' LLC, plaintiffs sufficiently alleged breaches of fiduciary duties by claiming that defendants usurped that business opportunity and caused the LLC to instead engage in marginally profitable interested transactions.
Publication Date: 2023-11-13
Practice Area: Mergers and Acquisitions
Industry: Energy | Investments and Investment Advisory
Court: Delaware Supreme Court
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Peter B. Andrews, Craig J. Springer, David M. Sborz, Andrew J. Peach, Jackson E. Warren, Andrews & Springer LLC, Wilmington, DE; Joshua Fruchter, Wohl & Fruchter LLP, Monsey, NY for plaintiffs.
for defendant: Tammy L. Mercer, James M. Yoch, Jr., Michael A. Laukaitis II, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Craig Zieminski, Andy Jackson, Jeremy Gonzales, Vinson & Elkins, LLP, Dallas, TX for defendants.
Case Number: 2022-0248-MTZ
Court declined to award a substantial success fee to stockholders who obtained supplemental disclosures to merger proxy where the disclosures did not remove an impediment to the stockholders' vote, but the disclosures provided a meaningful corporate benefit by informing stockholders about the transaction committee's affiliations with a controlling stockholder sitting on both sides of the merger transaction.
Publication Date: 2023-09-11
Practice Area: Corporate Governance
Industry: Agriculture | Consulting | Consumer Products
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Bruce E. Jameson, Eric J. Juray, Jason W. Rigby, Robert B. Lackey, Prickett, Jones & Elliott, P.A., Wilmington, DE; Thomas H. Vidal, Shamar Toms-Anthony, Pryor Cashman LLP, Los Angeles, CA for plaintiff.
for defendant: David A. Felice, Bailey & Glasser, LLP, Wilmington, DE; Evan W. Bolla, Megan Dubatowka, Harris St. Laurent & Wechsler LLP, New York, NY for defendant.
Case Number: 2022-0098-MTZ
Reasoning that under the plain language of 8 Del. C. § 145 a director or officer may recover for fees incurred by a wholly owned entity, the court held that plaintiff was entitled to indemnification for breach of contract claims brought against an entity owned by him as well as for counterclaims brought by him and the entity.
Publication Date: 2023-08-28
Practice Area: Corporate Governance
Industry:
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, Edward Timlin, Bernstein Litowitz Berger & Grossman LLP, New York, NY; Michael J. Barry, Kelly L. Tucker, Jason M. Avellino, Grant & Eisenhofer, P.A., Wilmington, DE; Thomas Curry, Saxena White P.A., Wilmington, DE for plaintiffs.
for defendant: Raymond J. DiCamillo, Kevin M. Gallagher, Matthew W. Murphy, Richards, Layton & Finger, P.A., Wilmington, DE; John A. Neuwirth, Joshua S. Amsel, Tanner S. Stanley, Weil, Gotshal & Manges LLP, New York, NY for defendants.
Case Number: 2023-0215-MTZ
Court approved non-opt-out class for direct stockholder breach of fiduciary duty claims where obtaining opt-outs would be impractical under the circumstances and the proposed settlement provided relief to the entire class.
Publication Date: 2023-08-07
Practice Area: Corporate Governance
Industry: Entertainment and Leisure
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, Edward Timlin, Bernstein Litowitz Berger & Grossman LLP, New York, NY; Michael J. Barry, Kelly L. Tucker, Jason M. Avellino, Grant & Eisenhofer, P.A., Wilmington, DE; Thomas Curry, Saxena White P.A., Wilmington, DE for plaintiffs.
for defendant: Raymond J. DiCamillo, Kevin M. Gallagher, Matthew W. Murphy, Richards, Layton & Finger, P.A., Wilmington, DE; John A. Neuwirth, Joshua S. Amsel, Tanner S. Stanley, Weil, Gotshal & Manges LLP, New York, NY for defendants.
Case Number: 2023-0215-MTZ
The court declined to approve a proposed settlement on behalf of a putative class of common stockholders noting that the release would release not only claims associated with the common stock but also claims related to the ownership of preferred equity units, even though plaintiffs had not brought an action on behalf of a class of preferred equity unitholders.
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Publication Date: 2023-07-31
Practice Area: Corporate Governance
Industry: Health Care
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Ethan H. Townsend, Kevin M. Regan, McDermott Will & Emory LLP, Wilmington, DE; Jennifer Aronoff, McDermott Will & Emory LLP, Chicago, IL; Megan E. Thibert-Ind, Manatt, Phelps & Phillips, LLP, Chicago, IL for plaintiff.
for defendant: Ronald N. Brown, III, Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; James C. Bookhout, Mallory Biblo, DLA Piper LLP (US), Dallas, TX for defendant.
Case Number: 2021-0579-MTZ
The court granted plaintiff's motion for civil contempt and sanctions and shifted plaintiff's fees to defendant upon finding that defendant had "contemptuously" failed to fully and timely produce ordered documents.
Publication Date: 2023-06-13
Practice Area: Corporate Governance
Industry: Health Care | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Theodore A. Kittila, William E. Green, Jr., Halloran Farkas + Kittila LLP, Wilmington, DE for plaintiff.
for defendant: Stephen B. Brauerman, Sarah T. Andrade, Megan A. McGovern, Bayard, PA, Wilmington, DE for defendant.
Case Number: 2020-0183-MTZ
Stockholders who pursued a derivative claim breached fiduciary duties to company by withholding the award in that claim, since derivative plaintiffs served as company agents rather than directors entitled to have their conduct reviewed under gross negligence or business judgment rule standards.
Publication Date: 2023-05-30
Practice Area: Contracts
Industry: Aerospace
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Eric Lopez Schnabel, Alessandra Glorioso, Dorsey & Whitney LLP, Wilmington, DE; Benjamin D. Greenberg, Todd S. Fairchild, Dorsey & Whitney LLP, Seattle, WA for plaintiff.
for defendant: Joseph L. Christensen, Meghan M. Dougherty, Christensen & Dougherty LLP, Wilmington, DE; Perrie M. Weiner, Aaron T. Goodman, Baker & McKenzie LLP, Los Angeles, CA; Peter P. Tomczak, Michael D. Lehrman, Baker & McKenzie LLP, Chicago, IL for defendant.
Case Number: 2022-0722-MTZ
Company founder and former CEO was not entitled to indemnification/advancement from company pursuant to corporate agreements and bylaws where founder had broadly released any claims he had against the company in a stock repurchase agreement, nor was he entitled to statutory indemnification since he had not been successful on the merits of any related legal actions.
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.
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