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Delaware Business Court Insider

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company's Business Affairs

The actual control theory is "not easy to satisfy." In its recent decision, Scianella v. AstraZeneca UK Limited, C.A. No. 2023-0125-PAF (Del. Ch. July 8, 2024), the Delaware Court of Chancery emphasized that plaintiffs have a steep burden even at the pleadings stage to demonstrate actual control.
5 minute read

New York Law Journal

Shareholder Inspections of Corporate Books and Records

"The right to shareholder inspection of a company's books and records can be a powerful tool for minority shareholders to assess the financial state of the company and to investigate suspected misconduct," write Thomas J. Hall and Judith A. Archer.
10 minute read

Delaware Business Court Insider

Chancery Court Opinion in 'Centrella v. Avantor': A Continuation of Expanding Advancement Rights

The recent decision by Delaware Vice Chancellor Nathan Cook in Centrella v. Avantor Inc. continues a notable trend in Delaware jurisprudence, emphasizing the broad application of advancement rights.
6 minute read

National Law Journal

Cahill Recruits Wilmer Partner to Lead New Congressional Investigations Practice

The New York firm aims to offer the investigations service for financial services clients, "to keep those matters and make sure we can have that offering for the clients who need them," said Edward O'Callaghan.
3 minute read

New York Law Journal

May Counsel Appropriately Make Non-Privileged Emails Privileged?

"An email is simply privileged, or it isn't," writes Joel Cohen. "But what about when counsel tries to make virtually all his client's emails—at least important emails—appear to be so?
8 minute read

New York Law Journal

Defending a Co-op Against Derivative Claims: A Look Back to 'Auerbach'

"Dismissing the derivative claims from the lawsuit can significantly change the posture of the litigation and substantially narrow the issues in the case," writes Michael A. Pensabene of Rosenberg & Estis.
10 minute read

Delaware Business Court Insider

Pharma CEO Owes $5.9M in Legal Fees, Despite Presidential Pardon

Keker, Van Nest & Peters and Morris, Nichols, Arsht & Tunnell notched a win on behalf of InterMune Inc. and Roche Holdings Inc., which argued that the former executive—who was pardoned by former President Donald Trump—was not indemnified in an advancement clawback action and must repay the companies for legal expenses.
3 minute read

Delaware Business Court Insider

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

Since MFW, the Court of Chancery has applied the MFW framework to assess the standard of review of controlling stockholder transactions that did not involve a freeze-out merger, which commentators have referred to as "MFW creep."
5 minute read

New Jersey Law Journal

National Women's Chess Champion Files Whistleblower Lawsuit Against US Chess for Allegedly Mishandling Assault Claims

"As a victim and whistleblower, I am fighting back against campaigns to silence me and retaliate against me for speaking up about sexual violence in chess," said Jennifer Shahade, a two-time national women's chess champion and women chess grand master. "It's been my lifelong mission for women and girls to thrive in this game. I have fought many battles on the chess board and the poker table but this fight for a better chess world is the most important one."
5 minute read

Delaware Business Court Insider

Attorneys No Longer Need to Wait for Chancery Order to File Confidentially

The change to Rule 5.1 is included in the second tranche of amendments to Chancery rules Chancellor Kathaleen St. J. McCormick has approved as part of a project revising the court's rules to realign with Delaware case law and statutes as well as federal rules.
3 minute read

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