Tag Archives: motion to dismiss

Chancery Upholds Merger Transaction Approved by Majority Shareholder Vote

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In the Delaware Court of Chancery decision captioned, In re Merge Healthcare Inc. S’holders Litig., C.A. No. 11388-VCG (Del. Ch. Jan. 30, 2017), Vice Chancellor Glasscock applied the business judgment rule and dismissed an action for failure to state fiduciary-related claims.  This opinion is important … Continue Reading

Supreme Court Rejects Contractual Indemnification Claim

Winshall v. Viacom International, Inc., Del. Supr., No. 39, 2013 (Oct. 8, 2013).  Issue Addressed: The Supreme Court affirmed a Chancery ruling that Viacom was not entitled to  contractual indemnification, and thus was required to release escrow funds. A prior Supreme Court decision in this case from July 2013, regarding arbitrability, was highlighted on these pages … Continue Reading

Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders

Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013). This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem … Continue Reading

Dismissal of One Derivative Lawsuit Not Bar to Second Derivative Claim by Second Stockholder

Louisiana Municipal Police Employees’ Retirement Systems v. Pyott, C.A. 5795-VCL (Del. Ch. June 11, 2012). Issues Addressed Whether collateral estoppel, Rule 23.1 or Rule 12(b)(6) apply to require the dismissal of a Delaware derivative suit based on the dismissal in California of a related derivative suit in which a federal court granted a Rule 23.1 … Continue Reading

Key Delaware Corporate and Commercial Decisions in First 4 Months of 2012

The following key Delaware corporate and commercial decisions from the first four months of 2012 are a follow-up to our summary of the key decisions that we featured from 2011. We highlight on these pages all the corporate and commercial opinions from Delaware’s Supreme Court and Court of Chancery, and we have chosen the following 2012 rulings … Continue Reading

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger

Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. March 30, 2012).  See summary of prior Chancery decision in this matter highlighted on these pages. Issue Addressed Whether it was premature to rule on a fiduciary duty claim based on the entire fairness standard, at the motion to dismiss stage. Answer:  Yes. Summary of Holding In this challenge … Continue Reading

Chancery Grants Final Judgment Pursuant to Court of Chancery Rule 54(b) against one Defendant only; and Discusses ‘Majority View’ Standard for Rule 12(b)(2)

Matthew v. Laudamiel, C.A. No. 5957-VCN (Del. Ch. March 20, 2012).  The prior decision by the Delaware Court of Chancery in this matter was highlighted on these pages here.  Issues Addressed Whether a final judgment should be entered pursuant to Court of Chancery Rule 54(b) against one co-defendant whose motion to dismiss for lack of personal … Continue Reading

Delaware Supreme Court Reverses Chancery on Federal Motion to Dismiss Standard

Cambium Ltd. v. Trilantic Capital Partners, No. 363, 2011 (Del. Supr, Jan. 20, 2012), read Order here. This Order of the Delaware Supreme Court applied the recent decision of Delaware’s High Court in the Central Mortgage case in which it clarified that Delaware has not adopted the federal standard for motions to dismiss under Rule of Civil … Continue Reading

Chancery Court Rejects BASF’s Claim to be Bought out of Partnership Involving Lyondell

BASF Corp. v. POSM II Properties Partnership, L.P., (Del. Ch., Mar. 3, 2009), read opinion here. Kevin Brady, a highly respected Delaware litigator,  prepared the following review of the case. In this Chancery Court  decision, Vice Chancellor Strine dismissed an action brought by BASF Corporation, seeking to withdraw from defendant POSM II Limited Partnership, L.P. and have its … Continue Reading
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