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Publication Date: 2024-09-10
Practice Area: Contracts
Industry: Transportation
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: John A. Sensing, Tyler E. Cragg, Hannah L. Paxton, Potter Anderson & Corroon LLP, Wilmington, DE for plaintiff.
for defendant: Steven J. Fineman, Travis S. Hunter, Alexandra M. Ewing, Morgan R. Harrison, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
Case Number: 2024-0471-SG
Court declined to grant leave for an interlocutory appeal from the denial of a preliminary injunction where the court's order only resolved one outstanding issue in the case and thus an interlocutory appeal would not materially advance the litigation.
Publication Date: 2024-09-10
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Will
Attorneys: For plaintiff: Michael A. Pittenger, Jacqueline A. Roger, Adriane M. Kappauf, Rebecca Bolinger, Potter Anderson & Corroon LLP, Wilmington, DE; Andrew J. Levander, Mauricio A. España, Dechert LLP, New York, NY; Christopher J. Merken, Julia M. Curley, Dechert LLP, Philadelphia, PA for plaintiffs.
for defendant: Travis S. Hunter, Matthew W. Murphy, John M. O’Toole, Mari Boyle, Richards, Layton & Finger, P.A., Wilmington, DE for defendants.
Case Number: 2023-1247-LWW
Corporation's purposeful violation of the express prohibition of setting a retroactive record date for an annual stockholders' meeting warranted invalidating the board election results and reinstating the prior board to hold a new election.
Publication Date: 2024-09-10
Practice Area: Corporate Governance
Industry: Consulting | Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor Wallace
Attorneys: For plaintiff: Alan D. Albert, O’Hagan Meyer PLLC, Wilmington, DE; Charles M. Sims, Rachael L. Loughlin, C. Quinn Adams, O’Hagan Meyer PLLC, Richmond, VA for plaintiff.
for defendant: Brian C. Ralston, Daniel M. Rusk, IV, Potter Anderson & Corroon LLP, Wilmington, DE; Paul A. Werner, Imad Matini, Sheppard Mullin Richter & Hampton, LLP, Washington, DC for defendant.
Case Number: 2022-0437-PRW
Absolute litigation privilege did not bar company from triggering its contractual membership interest repurchase option where public policy interests did not override the parties' contractual agreements.
Publication Date: 2024-09-10
Practice Area: Mergers and Acquisitions
Industry: Technology Media and Telecom
Court: Delaware Superior Court
Judge: Judge Medinilla
Attorneys: For plaintiff: Jeffrey L. Moyer, Travis S. Hunter, Wilmington, DE for plaintiffs.
for defendant: Michael A. Barlow, Hayden J. Driscoll, Wilmington, DE for defendants.
Case Number: N24C-02-130 VLM CCLD
Sellers plausibly alleged fraud claim by asserting that buyers intentionally misrepresented the synergistic possibility of the parties' products to convince sellers that buyers could reach the proposed earnout targets.
Publication Date: 2024-09-10
Practice Area: Corporate Governance
Industry: Chemicals and Materials | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Thomas E. Hanson, Jr., William J. Burton, Barnes & Thornburg LLP, Wilmington, DE for plaintiff.
for defendant: Blake Rohrbacher, Matthew W. Murphy, Sandy Xu, Richards, Layton & Finger, P.A., Wilmington, DE for defendant.
Case Number: 2018-0729-SG
Court declined summary judgment dismissal of fraud claims where allegations of withholding of material information could support equitable tolling and plaintiffs plausibly alleged defendants' motive to fraudulently induce plaintiffs' investment.
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Publication Date: 2024-09-10
Practice Area: Creditors' and Debtors' Rights
Industry: Legal Services | Retail
Court: Court of Chancery
Judge: Vice Chancellor Fioravanti
Attorneys: For plaintiff: Adam Hiller, Hiller Law, LLC, Wilmington, DE for assignee.
for defendant: Daniel K. Astin, Ryan M. Ernst, Ciardi Ciardi & Astin, Wilmington, DE; Albert A. Ciardi III, Walter W. Gouldsbury III, Ciardi Ciardi & Astin, Philadelphia, PA; Frederick B. Rosner, The Rosner Law Group LLC, Wilmington, DE; Marc J. Kurzman, Carmody Torrance Sandak & Hennessey LLP, Stamford, CT for creditors.
Case Number: 2019-0650-PAF
Court denied assignee's motion for final distribution and removed assignee upon finding that it had failed to comply with the requirements of the ABC statute and had engaged in apparent self-dealing, including structuring compensation from expenses and then hiring its affiliates to provide seemingly unnecessary services to the trust, such that the assignee failed to act in creditors' best interests.
Publication Date: 2024-09-03
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor Medinilla
Attorneys: For plaintiff: Peter B. Ladig, Bayard, P.A., Wilmington, DE for plaintiff.
for defendant: Paul D. Brown, Chipman Brown Cicero & Cole, LLP, Wilmington, DE; Aaron Z. Tobin, Abigail R. Campbell, Condon Tobin Sladek Thornton Nerenberg PLLC, Dallas, TX for defendant.
Case Number: 2023-0984-VLM
Court denied defendant's motion to dismiss for lack of standing where there was no basis to overturn former company's stakeholders' decision to appoint a representative, where the representative was not a necessary party in his personal capacity due to the termination of his employment with defendant.
Publication Date: 2024-09-03
Practice Area: Corporate Entities
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Zurn
Attorneys: For plaintiff: Thad J. Bracegirdle, Bayard, P.A., Wilmington, DE for plaintiff.
for defendant: Neil R. Lapinski, Gordon, Fournaris & Mammarella, P.A., Wilmington, DE for defendants.
Case Number: 2022-0671-MTZ
Although a corporation that was void before filing suit meant it lacked authority to pursue litigation and thus rendered the final judgment in the suit likely void, the court lacked the authority to sua sponte set aside the judgment absent fraud upon the court.
Publication Date: 2024-09-03
Practice Area: Employment Litigation
Industry: Health Care | Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Ethan H. Townsend, Aaron P. Sayers, McDermott Will & Emery LLP, Wilmington, DE; Rachel B. Cowen, McDermott Will & Emery LLP, Chicago, IL; Morris J. Fodeman, Wilson Sonsini Goodrich & Rosati, New York, NY; Jeffery S. Hood, Procopio, Cory, Hargreaves & Savitch LLP, San Diego, CA for plaintiff.
for defendant: Philip A. Rovner, Potter Anderson & Corroon LLP, Wilmington, DE; Nimalka Wickramasekera, Winston & Strawn LLP, Los Angeles, CA, Brian J. Nisbet, Elizabeth S. Deshaies, Winston & Strawn LLP, Chicago, IL, John C. Sanders, Jr., Winston & Strawn LLP, Dallas, TX for defendants.
Case Number: 2017-0720-SG
Failure to disclose passive investment in competitor did not by itself constitute a breach of loyalty where there was no evidence executive acted against his employer's interests, used the investment to obtain an advantage, or had a conflict of interest.
Publication Date: 2024-09-03
Practice Area: Damages
Industry: Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Cook
Attorneys: For plaintiff: P. Clarkson Collins, Albert J. Carroll, Kirsten A. Zeberkiewicz, Morris James LLP, Wilmington, DE; Charles J. Harder, Ryan J. Stonerock, Steven H. Frackman, Jordan A. Gonzales, Harder Stonerock LLP, Los Angeles, CA for plaintiffs.
for defendant: Stephen Shaw, Beverly Hills, CA, pro se defendant.
Case Number: 2018-0398-NAC
Court declined to award rescissory damages in default judgment where plaintiffs' operative complaint had only sought compensatory damages, since allowing a plaintiff to change their theory of recovery post-default was unfair to a defendant who may have rationally chosen to default.
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