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Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Energy | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Eric A. Veres, Abrams & Bayliss LLP, Wilmington, DE; Angela C. Zambrano, Yolanda Cornejo Garcia, Margaret Hope Allen, Sidley Austin LLP, Dallas, TX; Robin Wechkin, Sidley Austin LLP, Issaquah, WA for plaintiff.
for defendant: Michael W. McDermott, Richard I. G. Jones, Jr., David B. Anthony, Zachary J. Schnapp, Berger McDermott LLP, Wilmington, DE for defendants.
Case Number: 2021-0619-JTL
Breach of LLC agreement's no-transfer provision was willful where member was charged with knowledge of the provision and knew that transferring his units was a critical part of a loan transaction he was attempting to close, as the member merely reasonably believed that the LLC would not object to the transaction.
Publication Date: 2024-08-06
Practice Area: Corporate Governance
Industry: Aerospace | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Blake A. Bennett, Cooch and Taylor, P.A., Wilmington, DE for plaintiff.
for defendant: John L. Reed, DLA Piper LLP (US), Wilmington, DE for defendants.
Case Number: 2022-1124-MTZ
Derivative complaint failed due to lack of allegations of bad faith by board where record showed it never knowingly or intentionally disregarded any alleged requirement for a stockholder vote to amend corporation's employee equity awards.
Publication Date: 2024-07-30
Practice Area: Corporate Governance
Industry: Real Estate
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: Michael A. Barlow, Quinn Emanuel Urquhart & Sullivan, LLP, Wilmington, DE; S. Michael Blochberger, Abrams & Bayliss LLP, Wilmington, DE; Michael B. Carlinsky, David E. Myre, Ryan A. Rakower, Caitlin E. Jokubaitis, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY; Paul J. Loughman, Robert M. Vrana, Michael A. Laukaitis II, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Mitchell Geller, Jasmine S. Chean, Holland & Knight LLP, New York, NY for plaintiffs.
for defendant: Rudolf Koch, Daniel E. Kaprow, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE; Jason Cyrulnik, Paul Fattaruso, Cyrulnik Fattaruso LLP, New York, NY for defendant.
Case Number: 2023-1124-JTL
Lack of formal identification of managers meant that LLC operating family business was a member-managed entity, although deceased family member's LLC interest became an assignee interest held by his estate.
Publication Date: 2024-07-30
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: E. Wade Houston, Abrams & Bayliss LLP, Wilmington, DE, special magistrate;
for defendant: Richard I.G. Jones, Jr., Harry W. Shenton, IV, Zachary J. Schnapp, Berger McDermott LLP, Wilmington, DE, attorneys for receiver.
Case Number: 12843-VCL
Court overruled receiver's objections to special magistrate's report on allegations of wrongdoing by receiver where the recommendations did not violate receiver's constitutional rights by remarking on receiver's invocation of Fifth Amendment privilege in a context that would not result in self-incrimination and did not recommend that receiver be convicted of a crime.
Publication Date: 2024-07-30
Practice Area: Corporate Governance
Industry: Health Care | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Mark Richardson, Labaton Sucharow LLP, Wilmington, DE; Nathaniel L. Orenstein, Steven L. Groopman, Berman Tabacco, Boston, MA for plaintiff.
for defendant: Raymond J. DiCamillo, Kevin M. Gallagher, Spencer V. Crawford, Richards, Layton & Finger, P.A., Wilmington, DE; Glenn Kurtz, Andrew Hammond, White & Case LLP, New York, NY; Paul J. Lockwood, Lauren N. Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendants.
Case Number: 2022-1118-MTZ
Court dismissed derivative complaint where stockholder failed to show that a majority of the board faced personal liability for willfully ignoring deficiencies in corporate oversight systems or signs the company faced a strong likelihood of corporate trauma.
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Publication Date: 2024-07-23
Practice Area: Corporate Governance
Industry: Entertainment and Leisure
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Thomas W. Briggs, Jr., Tarik J. Haskins, Elizabeth A. Mullin Stoffer, Jacob M. Perrone, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Alan I. Silver, Tal A. Bakke, Bassford Remele, P.A., Minneapolis, MN for plaintiffs.
for defendant: Alexandra D. Rogin, Paul S. Seward, Eckert Seamans Cherin & Mellott, LLC, Wilmington, DE; Stephen A. Ling, Karen D. Olson, Spencer Fane LLP, Minneapolis, MN; Courtney L. Creal, Spencer Fane LLP, Nashville, TN for defendants.
Case Number: 2024-0016-KSJM
Court granted managing members summary judgment on claim to invalidate purported amended LLC agreement where prior version of agreement expressly excluded non-managing members from taking unilateral actions on behalf of the company or removing managing members without remaining managing members' consent.
Publication Date: 2024-07-23
Practice Area: Corporate Governance
Industry: Pharmaceuticals
Court: Delaware Supreme Court
Judge: Justice Seitz
Attorneys: For plaintiff: John M. Seaman, Eliezer Y. Feinstein, Abrams & Bayliss LLP, Wilmington, DE; Teresa Goody Guillén, Richard Raile, Baker & Hostetler LLP, Washington, DC; Marco Molina, Baker & Hostetler LLP, Costa Mesa, CA; Alexandra L. Trujillo, Baker & Hostetler LLP, Houston, TX for appellant.
for defendant: William R. Denny, Matthew F. Davis, Nicholas D. Mozal, Caneel Radinson-Blasucci, Eric J. Nascone, Potter Anderson & Corroon LLP, Wilmington, DE; Stefan Atkinson, Mary T. Reale, Mason E. Reynolds, Joseph Taglienti, Kirkland & Ellis LLP, New York, NY; Michael F. Williams, Don Hong, Kirkland & Ellis LLP, Washington DC for appellees.
Case Number: 3, 2024
Court refused to enforce facially valid amended bylaws where board adopted them primarily to thwart stockholders' efforts to nominate opposing candidates to board.
Publication Date: 2024-07-23
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory | Mining and Resources
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Theodore A. Kittila, William E. Green, Jr., Halloran Farkas + Kittila LLP, Wilmington, DE; Brian Tuttle, pro se plaintiff;
for defendant: Jordan Darga, pro se plaintiff for plaintiffs. Stephen C. Norman, Jaclyn C. Levy, Potter Anderson & Corroon LLP, Wilmington, DE for defendants.
Case Number: 2022-0957-LWW
Court found plaintiffs to be inadequate class representatives because they either simultaneously pursued individual claims that created a conflict of interest or because they were pro se litigants unqualified to represent a class.
Publication Date: 2024-07-16
Practice Area: Corporate Governance
Industry: Insurance | Investments and Investment Advisory
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: R. Bruce McNew, Cooch and Taylor, P.A., Wilmington, DE for plaintiff.
for defendant: Lisa M. Zwally, Bryan T. Reed, Greenberg Traurig, LLP, Wilmington, DE for defendants.
Case Number: 2020-0985-KSJM
Fiduciary claims allowed to proceed where majority of board's dual fiduciary role with parent and subsidiaries created a conflict of interest preventing consideration of litigation demand, and where plaintiff lacked inquiry notice until parent made public disclosures.
Publication Date: 2024-07-16
Practice Area: Corporate Governance
Industry: Biotechnology | Chemicals and Materials | Software
Court: Court of Chancery
Judge: Vice Chancellor Cook
Attorneys: For plaintiff: Tiffany Geyer Lydon, Philip Trainer, Jr., Ashby & Geddes, P.A. Wilmington, DE; Lisa C. Solbakken, Arkin Solbakken LLP, New York, NY for plaintiff.
for defendant: Steven L. Becton, II, David J. Margules, Jessica C. Watt, Ballard Spahr LLP, Wilmington, DE for defendant.
Case Number: 2022-0876-NAC
Under the right-of-control test, plaintiff qualified as employee of defendant's subsidiary rather than defendant where subsidiary controlled plaintiff's compensation, determined the terms and conditions of his employment, and supervised his work.
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