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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
Plaintiff Establishes Good Cause for Disclosure of Family Business-Related Communications
Member controlling general partner in Master Limited Partnership was correct party to determine whether opinion of counsel to exercise call right was acceptable, meaning that general partner and related entities were exculpated from liability to limited partners due to the presumption of good faith in reliance on opinion of counsel imposed by the limited partnership agreement.
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