Tag Archives: pre-suit demand

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 … Continue Reading

Chancery Addresses State Law Insider Trading Claim for Second Time in Two Weeks

In Silverberg v. Gold, et al., C.A. 7646-VCP (Dec. 31, 2013), the Court of Chancery denied defendants’ motion to dismiss a derivative action (for failure to make demand) alleging a breach of fiduciary duty based on insider trading against the directors of Dendreon Corporation, a biotechnology company which had only one commercially available drug product, … Continue Reading

Chancery Decides: Not Per Se Breach of Fiduciary Duty for a Board to Fail to have a Succession Plan.

Zucker v. Andreessen, C.A. No. 6014-VCP (Del. Ch. June 21, 2012). Issues Presented (1) Whether a $40 million severance package for the CEO of Hewlett-Packard, who could have been terminated for cause, constituted corporate waste; and (2) Whether the failure of the board to have a clearly defined succession plan in place was a breach … Continue Reading

Court of Chancery Dismisses Waste Claim against Trustees of a Statutory Trust

Protas v. Cavanagh, C.A. No. 6555-VCG (Del. Ch. May 4, 20120). Issue Addressed Whether the plaintiff satisfied the pre-suit demand requirements in her derivative claims against the trustees of the trust. Short Answer No, and therefore her complaint was dismissed. Background This case involved claims by a common stockholder of a Delaware statutory trust against … Continue Reading

Chancery Court Dismisses Derivative Complaint Pending Report of Special Committee

FLI Deep Marine, LLC v. McKim, No. 4138-VCS (Del. Ch. March 24, 2009), read opinion here. This Chancery Court decision explains the importance of determining whether or not pre-suit demand is appropriate prior to filing a derivative suit. In this case, for reasons unexplained, demand was made on the board prior to a derivative suit being … Continue Reading