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Delaware Business Court Insider

Chancery Dismisses Suit Against Walgreens Directors, Rejecting 'Reflexively Filed' 'Caremark' Claims

"Fueled by hindsight bias," Vice Chancellor Lori W. Will explained, Caremark suits have "proliferated in Delaware" seeking to hold directors personally liable for imperfect efforts, operational struggles and business decisions. But, the court noted, a stockholder's position that the board's response to a corporate crisis merely "came too late and did too little" is insufficient under Caremark, which requires a showing that directors acted in bad faith.
6 minute read

Delaware Business Court Insider

Ousted Chemours Execs Targeted in Securities Action Over Corporate Books

ernstein Litowitz Berger & Grossman and Kessler Topaz Meltzer & Check are representing the plaintiff in the case, which brings Exchange Act claims against Chemours and several executives.
3 minute read

New York Law Journal

Key Delaware Decision in 'Activision' Upends Standard Board Practices for Approving Mergers

This article lays out practice points in response to the Delaware Court of Chancery's recent decision in In Ap-Fonden v. Activision, which opens a new frontier for challenging a board's process in approving mergers. It discusses the significance the decision has on the merger agreement processes as well as what practitioners should consider moving forward as they navigate this decision.
18 minute read

Daily Report Online

Corporate Structure Is Key to Affirmance of $22M Motocross Wrongful-Death Verdict

"This is a novel issue that doesn't come up a lot in appellate law, so we're really pleased that the Court of Appeals saw it the way we saw it," said plaintiff-appellee counsel Render Freeman of Andersen Tate & Carr.
5 minute read

New York Law Journal

The Internal Affairs Rule Is Under Attack! Should We Care?

Few principles of law are as universally respected by U.S. courts as the "internal affairs rule." All state jurisdictions at least formally subscribe to this rule, and the Supreme Court has hinted it may be constitutionally required. Nonetheless, the New York Court of Appeals has agreed to hear a case asking the court to replace the traditional rule with an "interest-balancing" test.
11 minute read

Delaware Business Court Insider

With Albertsons Complaint, Chancery Sees New Challenge to Advance Notice Bylaws

The complaint is proving true a prediction made by Vice Chancellor Lori Will in a 2023 opinion anticipating shareholder suits over the corporate provisions.
3 minute read

Corporate Counsel

Legal Chiefs Snaring Hefty Golden Parachutes as Merger Activity Perks Up

"I think there is a point that they become so large that they encourage executives to take the deal, regardless of whether it is in the best interests of the shareholders," said Cindy Schipani, a professor of business law at the University of Michigan.
4 minute read

New York Law Journal

Delaware Court Invalidates Portions of Stockholder Agreement

A Delaware Court of Chancery decision to invalidate significant portions of a stockholder agreement could have a marked impact on public companies, impacting M&A activities such as joint ventures, settlements with activist investors and minority venture capital investments.
7 minute read

Delaware Business Court Insider

Trustee Can Continue $250M Fraud Case Against Clayton, Dubilier & Rice

A motion to dismiss filed by the private equity firm's Debevoise & Plimpton attorneys argued a liquidation trustee for a soap and hair care product distributor didn't have standing to bring fraud claims and hadn't adequately pled them in the complaint.
3 minute read

Daily Report Online

Ga. Appellate Judges Rule Conflicts of Interest in Shareholder Derivative Lawsuit as 'Speculation'

The defendant-appellees' takeaway? Become familiar with the terms of a business's operating agreement before you invest.
4 minute read

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