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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: 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.
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: 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: 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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Authors: Gary L. Brown
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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.
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: Bankruptcy
Industry: Investments and Investment Advisory
Court: U.S. District Court of Delaware
Judge: District Judge Noreika
Attorneys: For plaintiff: Pieter Van Tol, Christoper R. Bryant, Elizabeth Carter, Hogan Lovells US, LLP, New York, NY; David Massey, Hogan Lovells US, LLP, Miami, FL; Evan T. Miller, Saul Ewing LLP, Wilmington, DE; Turner N. Falk, Saul Ewing LLP, Philadelphia, PA for appellants.
for defendant: Susheel Kirpalani, Benjamin Finestone, William B. Adams, Daniel Holzman, Jianjian Ye, Quinn Emanuel Urquhart & Sullivan LLP, New York, NY; Robert S. Brady, Kenneth J. Enos, Jared W. Kochenash, Timothy R. Powell, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; George W. Hicks, Jr., Kirkland & Ellis LLP, Washington, DC; Seth M. Cohen, Kirkland & Ellis LLP, San Francisco, CA; Patrick J. Nash, Jr., Kirkland & Ellis LLP, Chicago, IL; Brian Schartz, Kirkland & Ellis LLP, New York, NY; Laura Davis Jones, Peter J. Keane, Pachulski Stang Ziehl & Jones LLP, Wilmington, DE for appellees.
Case Number: 2410140 (JTD)
Court denied stay of bankruptcy court contempt and preliminary injunction orders pending appeal where defendants were unlikely to succeed on the merits of their claims against the orders and where the orders would not irreparably harm defendants by requiring them to produce ordered discovery or merely preventing them from transferring or using claimed funds under their control.
Publication Date: 2024-07-30
Practice Area: Contracts
Industry: Investments and Investment Advisory | Real Estate
Court: Delaware Superior Court
Judge: Judge Davis
Attorneys: For plaintiff: Travis S. Hunter, Alexandra M. Ewing, Richards, Layton & Finger, P.A., Wilmington, DE for plaintiff.
for defendant: Douglas D. Herrmann, Emily L. Wheatley, Troutman Pepper Hamilton Sanders LLP, Wilmington, DE; R. Thomas Avery, Stephen M. Hoeplinger, Capes, Sokol, Goodman & Sarachan, P.C., St. Louis, MO for defendants.
Case Number: N23C-10-136 EMD CCLD
LLC member's capital contributions were not "losses" under the parties' guaranty as treating them as losses would effectively force the other members to make capital contributions for which the first member would receive a greater ownership stake.
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