Aimee Czachorowski, an attorney in the Delaware office of Lewis Brisbois, prepared this post.
The Delaware Supreme Court, in In re Mindbody, Inc. Stockholder Litigation, C.A. No. 2019-0442 (Del. Supr. Dec. 2, 2024), affirmed the Court of Chancery’s finding that Mindbody’s founder and CEO had breached fiduciary duties in connection with actions he took
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.
In a recent ruling dismissing shareholder charges that Outerwall Inc.’s directors disloyally sold the automated vendor company too cheaply to avoid losing their seats in a looming proxy fight
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
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
In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013).
Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote.
Short Answer: When a controlling stockholder
In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013).
Issues Addressed: Were Revlon duties of the board breached due to the absence of a special committee and pre-market check in connection with the sale of the company, and (ii) were disclosure obligations breached due
In re BJ’s Wholesale Club, Inc. S’holders Litig., Cons., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013).
What this Case is About
This case alleged breaches of fiduciary duty in connection with the purchase of all outstanding shares by private equity firms. The Court granted a motion to dismiss in this 41-page decision.
Quick
Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. 1091-VCL (Del. Ch. Feb. 6, 2013).
Issue addressed: Whether the court would allow objectors to the settlement of a derivative suit to guarantee the amount of the settlement and “take a chance” at pursuing a higher recovery at trial or in a later, new
Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers.
Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award
LP Member Protected from Self-Interested Transaction by Terms
In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive relief, in an expedited opinion, in response to a challenged transaction–despite criticism in two of the cases, of the process and the