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Court dismissed derivative complaint where stockholder failed to show that a majority of the board faced personal liability for willfully ignoring deficiencies in corporate oversight systems or signs the company faced a strong likelihood of corporate trauma.
Judgment Vacated; Statute, Precedents Required Judge's Pre-Judgment Disqualification
Court dismissed former stockholder's fiduciary duty claim arising from breach of merger agreement leading to reduced merger consideration where the reduced price still provided a premium over the stock price and the stockholders approved the merger in an informed vote.
Court overruled corporation's objections to custodian's legal fee petitions where court had already ruled on custodian's entitlement to fees and found no basis to support corporations' challenges to the reasonableness of the fees.
Appeals & Motions List released on: June 18, 2024
Appeals & Motions List released on:April 4, 2024
Although the Delaware General Corporation Law only required a corporate board to approve and recommend an essentially complete version of a merger agreement, the draft version approved by defendants failed to meet this standard by omitting key terms and ancillary documents repeatedly referenced throughout the agreement.
FLSA Settlement Denied Approval; Fairness, Reasonableness Insufficiently Demonstrated
Mexican Banks Had Contacts With NY Based on Sales by 'Pass-Through' Broker-Dealers
Court granted certification of denial of preliminary injunction for interlocutory appeal where such an appeal would facilitate prompt and final resolution of controlling legal issues in the case.
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