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Publication Date: 2018-07-25
Practice Area: Corporate Governance
Industry: Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Blake A. Bennett, Francis A. Bottini, Jr. and Albert Y. Chang for plaintiff
for defendant: Lisa A. Schmidt, Daniel E. Kaprow, Robert J. Kopecky and Joshua Z. Rabinovitz for defendants.
Case Number: D68225
Stockholder in this derivative action failed to establish that defendants faced a substantial threat of personal liability, so the court found demand was not excused.
Publication Date: 2018-07-25
Practice Area: Corporate Governance
Industry:
Court: Court of Chancery
Judge: Vice Chancellor Slights
Attorneys: For plaintiff: David L. Finger, Finger & Slanina, Wilmington, DE, attorney for plaintiff
for defendant: Kenneth J. Nachbar and Alexandra M. Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Steven G. Mintz and Kevin M. Brown, Mintz & Gold LLP, New York, NY, attorneys for defendant.
Case Number: D68222
Fiduciary duty claims against co-founders/co-directors barred by doctrine of laches where plaintiff stopped receiving company information and failed to receive accrued salary and dividends after being removed from office nearly nine years prior to instituting complaint.
Publication Date: 2018-07-25
Practice Area: Corporate Governance
Industry: Food and Beverage | Investments and Investment Advisory | Retail
Court: Delaware Supreme Court
Judge: Justice Valihura
Attorneys: For plaintiff: Joel Friedlander, Jeffrey M. Gorris, Christopher P. Quinn, Randall J. Baron and Christopher H. Lyons for plaintiff
for defendant: John L. Reed, Ethan H. Townsend, Harrison S. Carpenter and David Clarke, Jr. for Berry defendants; Rudolf Koch, Matthew D. Perri, Ryan P. Durkin, Adam L. Sisitsky, Lavinia M. Weizel, Robert I Bodian and Scott A. Rader for remaining defendants.
Case Number: D68226
The board provided misleading information to stockholders prior to a vote, so the business judgment rule did not apply.
Publication Date: 2018-07-18
Practice Area: Corporate Governance
Industry: Food and Beverage
Court: Court of Chancery
Judge: Vice Chancellor Slights
Attorneys: For plaintiff: Jessica Zeldin and Scott G. Burdine for plaintiffs
for defendant: Timothy R. Dudderar and Travis R. Dunkelberger for Blue Bell Creameries, Inc. and Blue Bell Creameries, U.S.A; Jim E. Kruse, Howard W. Kruse, Richard Dickson, William J. Rankin, Diana Markwardt, John W. Barnhill, Jr., Paul A. Ehlert, Doro-thy McLeod MacInerney and Patricia Ryan for Blue Bell Creameries, L.P.; Srinivas M. Raju and Kelly L. Freund for individual defendants.
Case Number: D68221
Limited partners stated a claim for breach of the partnership agreement by the entity that was responsible for overseeing the company's operations, and pre-suit demand was excused.
Publication Date: 2018-07-18
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: R. Montgomery Donaldson and Robert A. Penza, Polsinelli PC, Wilmington, DE; Robert V. Spake, Polsinelli PC, Kansas City, MO, attorneys for plaintiffs
for defendant: Barry M. Klayman, Cozen O'Connor, Wilmington, DE; Lezlie Madden, Cozen O'Connor, Philadelphia, PA, attorneys for defendants.
Case Number: D68215
Controlling stockholder breached fiduciary duties by forcing company to accept onerous financing terms from stockholder, which permitted stockholders to gain actual control of company and direct it to engage in unfair self-dealing transactions.
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Publication Date: 2018-07-11
Practice Area: Corporate Governance | Mergers and Acquisitions
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Ned Weinberger and Thomas Curry, Labaton Sucharow LLP, Wilmington, DE; March Lebovitch, Edward Timlin, John Vielandi, and David MacIsaac, Bernstein Litowitz Berger & Grossman LLP, New York, NY; Vincent R. Cappucci and Joshua K. Porter, Entwistle & Cappucci LLP, New York, NY, attorneys for plaintiffs
for defendant: Rudolf Koch, Kevin M. Gallagher, Sarah A. Clark, and Anthony M. Calvano, Richards, Layton & Finger, P.A., Wilmington, DE; William Ohlemeyer, Edward Normand, and Jason Cyrulnik, Boies Schiller Flexner LLP, Armonk, NY; Kevin G. Abrams, Michael A. Barlow, and April M. Kirby, Abrams & Bayliss, Wilmington, DE; Greg A. Danilow, Seth Goodchild, and Thomas G. James, Weil, Gotshal & Manges LLP, New York, NY, attorneys for defendants.
Case Number: D68207
Claim that controlling stockholder improperly used influence to acquire company asset in exchange for approving sale of the company was a direct claim that could be brought by stockholders since they would have received consideration for the asset but for the controller's conduct.
Publication Date: 2018-07-04
Practice Area: Corporate Governance | Mergers and Acquisitions
Industry: Biotechnology
Court: Court of Chancery
Judge: Vice Chancellor Montgomery-Reeves
Attorneys: For plaintiff: Carmella P. Keenor, Carl L. Stine, Matthew Insley-Pruitt and Adam M. Blander for plaintiff
for defendant: Stephen C. Norman, Brian C. Ralston, Jacqueline A. Rogers, Sara B. Brody and Matthew J. Dolan for defendants Vance and Lowe; Raymond J. DiCamillo, Sarah A. Clark, Ryan P. Durkin, Rocky C. Tsai, John D. Donovan, Jr. and Martin J. Crisp for defendant Auris Surgical Robotics, Inc.; C. Barr Flinn, Kathaleen S. McCormick, Richard J. Thomas, M. Paige Valeski, Tariq Mundiya, Benjamin P. McCallen and Casey Donnelly for remaining defendants.
Case Number: D68201
Minority stockholders in this merger case alleged reasonably conceivable claims for breach of fiduciary duty, but not for aiding and abetting.
Publication Date: 2018-06-20
Practice Area: Bankruptcy | Corporate Governance
Industry:
Court: U.S. Bankruptcy Court
Judge: Judge Gross
Attorneys: For plaintiff:
for defendant:
Case Number: D68186
In this adversary proceeding, the bankruptcy court determined that the trustee failed to allege claims for cor-porate waste, but the court granted and denied various parts of defendants' motions to dismiss the fraud, breach of fiduciary and fraudulent transfer claims.
Publication Date: 2018-06-20
Practice Area: Corporate Governance
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Slights
Attorneys: For plaintiff: Michael A. Pittenger, Jaclyn C. Levy, Jay G. Stirling, and Tyson J. Prisbrey, Potter Anderson & Corroon LLP, Wilmington, DE, attorneys for plaintiff
for defendant: David J. Margules, Elizabeth A. Sloan, and Suzanne O. Lufadeju, Ballard Spahr LLP, Wilmington, DE; William B. Igoe, Ballard Spahr LLP, Philadelphia, PA, attorneys for defendant.
Case Number: D68182
Directors' demand for transfer of stock ownership and repayment of personal loan in exchange for agreeing to ratify defective corporate acts constituted breach of fiduciary duty of loyalty.
Publication Date: 2018-06-13
Practice Area: Corporate Governance
Industry: Software
Court: Court of Chancery
Judge: Chancellor Bouchard
Attorneys: For plaintiff: Seth D. Rigrodsky, Brian D. Long, Gina M. Serra and Jeremy J. Riley for plaintiff
for defendant: Elena C. Norman, Jordan Eth, Anna Erickson White and Ryan Keats for defendants.
Case Number: D68179
In this derivative action, the shareholder failed to demonstrate that pre-suit demand was excused.
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