• Apex Fin. Options LLC v. Gilbertson

    Publication Date: 2022-02-22
    Practice Area: Expert Witnesses
    Industry: Investments and Investment Advisory
    Court: U.S. District Court of Delaware
    Judge: District Judge Fallon
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D69720

    The court found defendants' expert opinion ostensibly about valuation to be outside the scope of the expert's qualifications, to be unhelpful to the trier of fact, and to be unreliable because of reliance on irrelevant data.

  • BCIM Strategic Value Master Fund LP v. HFF, Inc.

    Publication Date: 2022-02-15
    Practice Area: Deals and Transactions
    Industry: Financial Services and Banking | Investments and Investment Advisory | Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: David J. Margules, Elizabeth A. Sloan, Jessica C. Watt, Ballard Spahr LLP, Wilmington, DE; Stephen Brauerman, Emily A. Letcher, Bayard PA, Wilmington, DE; William B. Igoe, Philadelphia, PA for petitioner.
    for defendant: William M. Lafferty, Ryan D. Stottmann, Sarah P. Kaboly, Morris, Nichols, Arsht & Tunnell LLP, Wilmington DE; Marc J. Sonnenfeld, Laura H. McNally, Morgan, Lewis & Bockius LLP, Philadelphia, PA for respondent.

    Case Number: D69710

    The court, in the appraisal action, determined the fair value of the respondent and gave heavy weight to the deal price.

  • Galindo v. Stover

    Publication Date: 2022-02-08
    Practice Area: Mergers and Acquisitions
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Blake A. Bennett, Cooch and Taylor, P.A., Wilmington, DE; Juan E. Monteverde, Monteverde & Associates PC, New York, NY for plaintiffs.
    for defendant: Kenneth J. Nachbar, Alexandra M. Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Robert S. Harrell, Charles S. Kelley, Joseph De Simone, Michael Rayfield, Mayer Brown LLP, New York, NY for defendants.

    Case Number: D69702

    The court held that the business judgment rule applied to a merger that had been approved by a majority of stockholders.

  • In Re: AMC Investors, LLC

    Publication Date: 2022-02-08
    Practice Area: Bankruptcy
    Industry: Investments and Investment Advisory
    Court: U.S. Bankruptcy Court
    Judge: Judge Sontchi
    Attorneys: For plaintiff: Mark D. Collins, Marcos A. Ramos, Cory D. Kandstein, Richards, Layton & Finger, P.A., Wilmington, DE; Mitchell A. Karlan, Gibson, Dunn & Crutcher LLP, New York, NY for plaintiff.
    for defendant: Curtis S. Miller, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Brian P. Miller, Samantha J. Kavanaugh, James A. Bombulie, Akerman LLP, Miami, FL for defendants.

    Case Number: D69704

    Breach of fiduciary duty claims were untimely where plaintiffs were on notice of the claims over a decade prior as the same claims had been asserted against several of the plaintiffs in a related action.

  • Simons v. Brookfield Asset Mgmt. Inc.

    Publication Date: 2022-02-08
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory | Manufacturing
    Court: Court of Chancery
    Judge: Chancellor McCormick
    Attorneys: For plaintiff: Kevin H. Davenport, Samuel L. Closic, Eric J. Juray, Prickett, Jones & Elliott, P.A., Wilmington, DE; Brian J. Robbins, Gregory Del Gaizo, Stephen J. Oddo, Eric M.Carrino, Robbins LLP, San Diego, CA for plaintiff.
    for defendant: Bradley R. Aronstam, R. Garrett Rice, Ross Aronstam & Moritz LLP, Wilmington, DE; Geoffrey J. Ritts, Jones Day, Cleveland, OH; Marjorie P. Duffy, Jones Day, Columbus, OH; Blake Rohrbacher, Alexander M. Krischik, Andrew L. Milam, Richards, Layton & Finger, P.A., Wilmington, DE; Lawrence Portnoy, Davis Polk &Wardwell LLP, New York, NY for defendants.

    Case Number: D69705

    The court held that a majority of the board at the time of filing were outside directors who did not receive a material personal benefit from the challenged transaction, did not face a substantial likelihood of liability because of an exculpation provision, and did not lack independence from the controlling stockholder who was a party to the challenged transaction.

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  • Levy Family Investors, LLC v. Oars + Alps LLC

    Publication Date: 2022-02-08
    Practice Area: Contracts
    Industry: Consumer Products | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Rudolf Koch, Matthew D. Perri, Richards, Layton & Finger, P.A., Wilmington, DE; Greg Shinall, Michael G. Dickler, Sperling & Slater, P.C., Chicago, IL for plaintiffs.
    for defendant: Robert S. Saunders, Sarah R. Martin, Michelle L. Davis, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE; Ryan D. Stottmann, Miranda N. Gilbert, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Tamir Young, Studin Young PC, Hauppauge, NY; Peter B. Ladig, Elizabeth A. Powers, Sarah T. Andrade, Bayard, P.A., Wilmington, DE for defendants.

    Case Number: D69703

    The court held that because there were two competing and reasonable interpretations of certain contract language, the contract was ambiguous, and the ambiguity barred a motion to dismiss as a matter of law or on the pleadings.

  • In re: Resolute Energy Corp. Sec. Litig.

    Publication Date: 2022-02-08
    Practice Area: Mergers and Acquisitions
    Industry: Energy | Investments and Investment Advisory
    Court: U.S. Court of Appeals for the Third Circuit
    Judge: Judge Krause
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D69709

    Failure to explain alleged "actual value" of company shares or how the company's stockholders could have achieved that value in a merger transaction was fatal to fraud/breach of fiduciary duty claim.

  • Weinstein v. Luxeyard, Inc.

    Publication Date: 2022-02-01
    Practice Area: Contracts
    Industry: Investments and Investment Advisory | Retail
    Court: Delaware Superior Court
    Judge: Judge Adams
    Attorneys: For plaintiff: Julia B. Klein, Klein, LLC, Wilmington, DE, for plaintiffs.
    for defendant: Ann M. Kashishian, Kashishian Law, LLC, Wilmington, DE; Jack J. Nichols, Jack J. Nichols, P.C., Houston, TX for defendant.

    Case Number: D69697

    The court held that the convertible debentures at issue were conditional because they contained an express condition for payment which made the agreement a contract and not a negotiable instrument.

  • In Re Multiplan Corp. Stockholders' Litig.

    Publication Date: 2022-01-18
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Gregory V. Varallo, Bernstein Litowitz Berger & Grossmann LLP, Wilmington, DE; Mark Lebovitch, Daniel E. Meyer, Margaret Sanborn- Lowing, Joseph W. Caputo, Bernstein Litowitz Berger & Grossmann LLP, New York, NY for plaintiffs.
    for defendant: Raymond J. DiCamillo, Kevin M. Gallagher, Matthew D. Perri, Richards, Layton & Finger, P.A., Wilmington, DE; Jonathan K. Youngwood, Rachel S. Sparks Bradley, Simpson Thacher & Bartlett LLP, New York, NY; Stephen P. Blake, Simpson Thacher & Bartlett LLP, Palo Alto, CA; Bradley R. Aronstam, S. Michael Sirkin, Ross Aronstam & Moritz LLP, Wilmington, DE; John A. Neuwirth, Joshua S. Amsel, Evert J. Christensen, Jr., Matthew S. Connors, Nicole E. Prunetti, Weil, Gotshal & Manges LLP, New York, NY for defendants.

    Case Number: D69679

    The court found that plaintiff's claim was direct, not derivative, the claims were not exclusively contractual, and that the claims were not holder claims predicated on stockholder inaction.

  • Tygon Peak Capital Mgt., LLC v. Mobile Inv. Investco Co., LLC

    Publication Date: 2022-01-18
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Zurn
    Attorneys: For plaintiff: Marc S. Casarino, Karine Sarkisian, Kelly Rowe, White and Williams LLP, Wilmington, DE; Jarrod D. Shaw and Keisha O. Coleman, McGuire Woods LLP, Pittsburgh, PA, for plaintiff.
    for defendant: Kevin M. Gallagher, Angela Lam, Christian C.F. Roberts, Richards, Layton, & Finger, P.A., Wilmington, DE for defendants.

    Case Number: D69681

    The court held that plaintiff venture capital firm failed to state claims against its investors for tort and quasi-contract claims.