• Pinnacle Fertility Holdings, LP v. Jain

    Publication Date: 2024-08-13
    Practice Area: Contracts
    Industry: Health Care
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Ryan D. Stottmann, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE for plaintiffs.
    for defendant: Henry E. Gallagher, Jr., Connolly Gallagher LLP, Wilmington, DE for defendants.

    Case Number: 2023-1280-MTZ

    Court declined to enforce arbitration provision against nonsignatory plaintiffs where their complaint did not seek to enforce the terms of the contract containing the arbitration clause.

  • Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC

    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.

  • InterMune, Inc. v. Harkonen

    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.

  • MSCM Holdings, Inc. v. PCS-Mosaic Holdings, LLC

    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.

  • Fortis Advisors LLC v. Medtronic Minimed, Inc.

    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.

  • Law Journal Press | Digital Book

    Chester County Court Rules 2024

    Authors:

    View this Book

    View more book results for the query "*"

  • Former SARcode Shareholder LLC v. Novartis Pharma AG

    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.

  • In the Matter of the Niki & Darren Irrevocable Trust

    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.

  • In re Kraft Heinz Demand Refused Derivative Stockholder Litig.

    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.

  • Cook v. Deep Hole Creek Assoc.

    Publication Date: 2024-08-06
    Practice Area: Real Estate
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Richard E. Berl, Jr., Hudson, Jones, Jaywork & Fisher, LLC, Lewes, DE for plaintiffs.
    for defendant: John W. Paradee, Brian V. DeMott, Baird Mandalas Brockstedt & Federico, LLC, Dover, DE for defendants.

    Case Number: 2021-0522-SG

    Where the deed and survey record supported finding that the original property owners intended for a subdivided lot to extend to the centerline of the adjacent waterway to ensure the lot had sufficient acreage to become buildable, the court quieted title in favor of the lot's current owners' right to wharf out from their property.

  • Seavitt v. N-able, Inc.

    Publication Date: 2024-08-06
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory | Software | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Thomas Curry, Saxena White, P.A., Wilmington, DE; David Wales, Saxena White, P.A., White Plains, NY; Adam Warden, Saxena White, P.A., Boca Raton, FL; Julie Goldsmith Reiser, Richard A. Speirs, Cohen Milstein Sellers & Toll PLLC, New York, NY for plaintiff.
    for defendant: Raymond J. DiCamillo, Matthew D. Perri, Nicole M. Henry, Kevin M. Kidwell, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.

    Case Number: 2023-0326-JTL

    Governance provisions transferring authority from board to controlling investors was facially invalid where such provisions had not been incorporated into the corporate charter, as charters could not incorporate private agreements by reference without rendering them non-public and preventing stockholders from amending the charter.