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Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Anthony R. Sarna, Abrams & Bayliss LLP, Wilmington, DE for petitioner.
for defendant: David E. Ross, Garrett B. Moritz, Adam D. Gold, Elizabeth M. Taylor, Ross Aronstam & Moritz LLP, Wilmington, DE for respondent.
Case Number: 2022-0344-JTL
Court relied on deal price as corporation's fair market value during appraisal where the price operated as a floor on company value due to errors by the CEO that left value on the table.
Publication Date: 2024-08-13
Practice Area: Bankruptcy
Industry: Legal Services | Pharmaceuticals
Court: U.S. District Court of Delaware
Judge: District Judge Williams
Attorneys: For plaintiff: Derek C. Abbott, Matthew O. Talmo, Morris Nichols Arsht & Tunnell LLP, Wilmington, DE; Eric D. Madden, Reid Collins & Tsai LLP, Dallas, TX; Keith Y. Cohan, Ryan M. Goldstein, Morgan M. Menchaca, Reid Collins & Tsai LLP, Austin, TX for plaintiff.
for defendant: Michael W. McDermott, Peter C. McGivney, Berger Harris LLP, Wilmington, DE; Richard C. Pedone, Brian T. Kelly, Nixon Peabody LLP, Boston, MA for defendant.
Case Number: 19-11292 (JTD)
Court determined that former officer was obligated to repay advanced legal expenses where he was ultimately convicted on a single racketeering conspiracy charge that included the same alleged predicate racketeering activities as the first indictment, undermining claims of partial success in the criminal prosecution.
Publication Date: 2024-08-13
Practice Area: Insurance Law
Industry: Biotechnology | Insurance | Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor Cook
Attorneys: For plaintiff: Karen A. Jacobs, Megan W. Cascio, Courtney Kurz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Laurie Carr Mims, Benjamin D. Rothstein, Candice Mai Khanh Nguyen, Melissa Cornell, Catherine C. Porto, Keker, Van Nest & Peters LLP, San Francisco, CA for plaintiffs.
for defendant: Michael A. Weidinger, Megan Ix Brison, Pinckney, Weidinger, Urban & Joyce LLC, Wilmington, DE; Elizabeth Sandza, Richard Sandza, Sandza Law, PLLC, Washington, DC for defendant.
Case Number: 2021-0694-NAC
Officer was obligated to reimburse corporation for advancement costs issued in connection with officer's criminal prosecution for actions taken in the course of his duties when that prosecution culminated in his conviction, precluding him from asserting good faith entitlement to indemnification under the Delaware General Corporation Law.
Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Defense | Software | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Alan D. Albert, Stephen D. Dargitz, O’Hagan Meyer PLLC, Wilmington, DE; Charles M. Sims, C. Quinn Adams, O’Hagan Meyer, PLLC, Richmond, VA for plaintiff.
for defendant: John G. Harris, Berger Harris LLP, Wilmington, DE for defendant.
Case Number: 2022-0959-SG
Court dismissed third-party claims as unable to provide relief if defendants were found liable to plaintiffs, and defendants' counterclaims for their failure to provide the contractually required pre-suit notice.
Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Manufacturing | Software
Court: Court of Chancery
Judge: Chancellor Adams
Attorneys: For plaintiff: Ronald S. Gellert, Gellert Seitz Busenkell & Brown, LLC, Wilmington, DE; Derek J. Meyer, Prospect Law LLP, Los Angelos, CA for plaintiff.
for defendant: Jacqueline A. Rogers, Potter Anderson & Corroon LLP, Wilmington, DE; Victor L. Hou, Cleary Gottlieb Steen & Hamilton LLP, New York, NY; Nowell D. Bamberger, Cleary Gottlieb Steen & Hamilton LLP, Washington, DC for defendant.
Case Number: 2023-1055-MAA
Court declined to find a breach of merger agreement where seller agreed to impose no specific contractual duties upon the buyer to achieve the milestone for a contingent payment, as the buyer had discretion to exercise business judgment provided its primary purpose was not to defeat the milestone payment.
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Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor Cook
Attorneys: For plaintiff: John G. Harris, Halloran Farkas + Kittila LLP, Wilmington, DE for plaintiff.
for defendant: Stephen C. Norman, Jaclyn C. Levy, Emma K. Diver, Potter Anderson & Corroon LLP, Wilmington, DE for defendant.
Case Number: 2022-1053-NAC
Court denied motion to vacate judgment dismissing action to enforce information rights on res judicata grounds where existence of underlying clinical trial data had been known to parties in prior action, where they could have sued to enforce their information rights.
Publication Date: 2024-08-06
Practice Area: Trusts and Estates
Industry: Financial Services and Banking
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff:
for defendant:
Case Number: 2019-0302-SG
Successor beneficiary of trust successfully challenged purported decanting of trust corpus into a new trust where the trust did not give trustees the authority to invade trust corpus, a necessary power to decant trust assets under Delaware law.
Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Food and Beverage | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Carmella P. Keener, Cooch & Taylor, P.A., Wilmington, DE; P. Bradford deLeeuw, deLeeuw Law LLC, Wilmington, DE; Benjamin Kaufman & Patrick Donovan, Wolf Haldenstein Freeman & Herz LLP, New York, NY; Michael Hynes, Ligaya Hernandez, Hynes & Hernandez LLC, Malvern, PA; Robert C. Schubert, Willem F. Jonckheer, Schubert Jonckheer & Kolbe LLP, San Francisco, CA; Richard D. Greenfield, Marguerite R. Goodman, Ann M. Caldweel, Greenfield & Goodman LLC, Philadelphia, PA; Fred T. Isquith, Sr., Isquith Law PLLC, New York, NY for plaintiffs.
for defendant: Matthew D. Stachel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE; Daniel J. Kramer, Andrew J. Ehrlich, William A. Clareman, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY; Michael A. Pittenger, Jacqueline A. Rogers, Caneel Radinson-Blasucci, Potter Anderson & Corroon LLP, Wilmington, DE; Sandra C. Goldstein, Stefan Atkinson, Kevin M. Neylan, Jr., Kirkland & Ellis LLP, New York, NY for defendants.
Case Number: 2022-0398-LWW
Court dismissed derivative complaint following rejected litigation demand where plaintiff stockholders had alleged no facts demonstrating errors or improprieties in the efforts of the working group formed to investigate plaintiffs' litigation demands.
Publication Date: 2024-08-06
Practice Area: Land Use and Planning
Industry: Construction | Real Estate | State and Local Government
Court: Delaware Superior Court
Judge: Judge Robinson
Attorneys: For plaintiff: Richard E. Berl, Jr., Hudson, Jones, Jaywork & Fisher, LLC, Lewes, DE for petitioner.
for defendant: Daniel A. Griffith, Thomas Wallace, Whiteford, Taylor & Preston, LLC, Wilmington, DE for respondents.
Case Number: S22C-11-016 RHR
Court remanded denial of rezoning application where city commissioners failed to adequately explain the legal reasons for denying the application.
Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory | Real Estate | Retail
Court: Delaware Supreme Court
Judge: Justice LeGrow
Attorneys: For plaintiff: David A. Jenkins, Jason Z. Miller, Smith, Katzenstein & Jenkins LLP, Wilmington, DE for appellant.
for defendant: Douglas D. Herrmann, James H.S. Levine, Troutman Pepper Hamilton Sanders LLP, Wilmington, DE; Andrew W. Zepeda, Lurie, Zepeda, Schmalz, Hogan & Martin, Los Angeles, CA for appellee.
Case Number: 318, 2023
Special limited partner was not entitled to distribution from sale of partnership's primary asset where partnership was entitled to deduct defeasance costs to satisfy the mortgage to sell the property as a "loan interest cost."
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