Former limited partners' alternative theories of recovery against general partner in breach of partnership agreement action failed where Delaware Supreme Court had found general partner's reliance on outside counsel's opinion was entitled to conclusive presumption of good faith.

Court Affirms Arbitrator's Decision to Vacate Plan's Withdrawal-Liability Calculation

Amerisourcebergen Drug Corporation et al. v. New York

Decision and Orders & Decree and Orders signed between:April 1-12, 2024

Chancery court erroneously applied business judgment rule to review transaction where controlling stockholder stood on both sides and received a non-ratable benefit where not all members of the company's separation committee were independent from the controller.

Court denied summary judgment dismissal of complaint challenging legality of stockholders' agreement provisions on grounds of laches and ripeness, where equitable defenses could not validate a void contractual provision and where stockholder could launch a facial attack against challenged provisions without having to wait for company controllers to breach fiduciary duties.

Majority owner's intentional acts to remove founders from the company to eliminate their right to designate board members materially interfered with those rights in violation of the parties' stockholders' agreement's "reasonable efforts" clause.

Health Agency Lacked Authority to Challenge Constitutionality of Statute Barring Post-Settlement Claims Against Pharmaceutical Companies

Appeals & Motions List released on:June 22, 2023

Appeals & Motions List released on:May 23, 2023