In a common fact pattern involving allegations that the buyer of a company intentionally derailed the attainment of milestones that would trigger additional payments, the Court of Chancery allowed several claims to survive a motion to dismiss. Trifecta Multi-Media Holdings, Inc. v. WCG Clinical Services LLC, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024).
breach of contract
When Tandem Claims May Proceed for Breaches of Both Fiduciary Duty and Contract
By Francis Pileggi on
Posted in Selected Articles by Francis
Yours truly and my colleague Chauna Abner have published an article for the recent issue of The Delaware Business Court Insider on the titular topic. The analysis that determines when dual claims for breach of contract and breach of fiduciary duty based on substantially the same operative facts might survive a motion to dismiss, is…
Chancery Allows Fraud and Breach of Contract Claims Against Seller of Stock
By Francis Pileggi on
Posted in Chancery Court Updates
The following article first appeared in a recent edition of The Delaware Business Court Insider.
A recent decision of the Delaware Court of Chancery in the case of Osram Sylvania, Inc. v. Townsend Ventures, LLC, C.A. No. 8123-VCP (Del. Ch. Nov. 19. 2013), denied a motion to dismiss a breach of contract claim and a…
Chancery Court Dismisses Claim Against Blackstone Group Regarding Bank Merger
By Francis Pileggi on
Posted in Chancery Court Updates
Alliance Data Systems Corp. v. Blackstone Capital Partners V L.P. and Aladdin Solutions, Inc. , (Del. Ch., Jan. 15, 2009), read opinion here.
We are fortunate to have another guest post by Delaware lawyer Kevin Brady who provided the following summary of this important decision.
This Chancery Court decision is another example of merger partners after…
Chancery Requires Apollo-backed Hexion to Fulfill Its Contractual Duty to Buy Hunstman Despite Material Adverse Effect Clause
By Francis Pileggi on
Posted in Chancery Court Updates
In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., (Del. Ch., Sept. 29, 2008), read opinion here, the Delaware Chancery Court rejected the arguments of Hexion, which is 92% owned by private equity group Apollo, that it should be relieved of its contractual obligations to buy 100% of Huntsman’s stock based on a July 2007…