A recent Delaware Supreme Court decision should be required reading for those interested in the nuances of Delaware law on the fiduciary duties of disclosure and loyalty of a manager or a director in connection with communications with stockholders or others to whom a fiduciary duty is owed. In Dohmen v. Goodman, Del. Supr.,
Chancery Rules on a Controller’s Fiduciary Duty of Loyalty
This post was prepared by Chauna A. Abner, an associate in the Delaware office of Lewis Brisbois.
Invoking the principles articulated in USA Cafes, the Court of Chancery recently held that a controller cannot use its control over an entity to advantage himself at the expense of the controlled entity. 77 Charters, Inc. v.
Chancery finds failure to allege conspiracy means dismissal of ex-director and his foreign firms
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently dismissed the remaining defendants from a lawsuit that Wanu Water Inc.’s founder filed against directors and shareholders who allegedly conspired to seize control,
Delaware Supreme Court won’t restart Uber investor suit over self-driving car company deal
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Supreme Court has affirmed the dismissal of a shareholder’s suit against Uber Technologies Inc.’s directors who approved their CEO’s “flawed” purchase of a self-driving car developer run
Investors can’t support claim they were short-changed when directors changed merger partners
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Court of Chancery has tossed out a shareholder class action that accused Essendant Inc.’s directors and CEO of disloyally jilting merger mate Genuine Parts Co. in favor of
Chancery Addresses Prerequisites for Prima Facie Duty of Loyalty Claim
A recent Delaware Court of Chancery decision addressed claims that the CEO of a closely-held company breached the duty of loyalty in connection with unauthorized personal expenses charged to the company, and other actions, while he managed the company–that were not consistent with financial management in the best interest of the company. That decision, in
Chancery Discusses Revlon in Context of Granting Option to Sell Company
The Delaware Court of Chancery addressed a bevy of basic corporate litigation principles in the context of claims challenging the actions of directors, and determining which standards of review apply, and which procedural prerequisites need to be satisfied. In Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018), claims
Chancery Upholds Merger Transaction Approved by Majority Shareholder Vote
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 because
Chancery Allows Claim for Breach of Fiduciary Duty for Approval of Stock Options in Violation of Stock Option Plan
Pfeiffer v. Leedle, C.A. No. 7831-VCP (Del. Ch. Nov. 8, 2013).
Issue Addressed: Whether the approval of stock option grants that exceeded the maximum number of stock options allowed under the stock incentive plan was the basis for a breach of fiduciary duty claim against both the board that approved it and the
Chancery Rejects Revlon Claims in Two Recent Decisions
In Re Morton’s Restaurant Group, Inc. Shareholders Litigation, C. A. No. 7122-CS (Del. Ch. July 23, 2013). This is one of two recent Chancery opinions that dismisses claims that directors did not meet their burden under Revlon to receive the best price in connection with the sale of a company.
In this Morton’s Restaurant