Tag Archives: Rule 23.1

Court of Chancery says GoPro directors had no duty to doubt managers’ soaring drone camera predictions

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 grounded a GoPro Inc. investor suit over the troubled launch of the Karma camera drone for failure to show the directors faced liability … Continue Reading

Court of Chancery lets investor sue again over banking execs quid pro quo replacement stock plan

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 allowed the same shareholder who successfully challenged a 2015 Investors Bancorp Inc. director and officer compensation plan to pursue a new suit over … Continue Reading

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 executive who … Continue Reading

Chancery Finds Inadequate Representation by Derivative Plaintiff; Dismisses Complaint with Prejudice

South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012). Issues Addressed: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues:  (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s dismissal with … 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

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

Chancery Preliminarily Approves Derivative Settlement but Gives Objectors Conditional Option to Proceed with Case

Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. No. 1091-VCL (Del. Ch. May 9, 2012). Issue Addressed Whether the settlement of a derivative action that the Court considered fair should be approved despite the objections of the named plaintiffs.  Short Answer The Court explained that the settlement could still be approved even if the named … 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 Rejects Motion for Attorneys’ Fees Based on Complaint Mooted by Actions of Board

Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012). Issue Addressed The Court of Chancery addressed the standard for awarding attorneys’ fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors shortly after the complaint was served. Background The complaint … Continue Reading

Chancery Denies a Motion for Reargument and Motion to Amend its Ruling

The Ravenswood Investment Company L.P. v. Winmill, C.A. No. 3730-VCN (Del. Ch. Nov. 30, 2011), read letter ruling here. A prior decision by the Delaware Court of Chancery in this case was highlighted on these pages here. Issue Addressed The Court addressed a motion for reargument under Rule 59(f), as well as Court of Chancery Rule 59(e), … Continue Reading

Chancery Denies Motion to Dismiss Claims Alleging Breach of Duty of Loyalty against Directors in Sale of Company

New Jersey Carpenters Pension Fund v. infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011), read initial opinion here and revised opinion here Issue Addressed Whether directors breached their duty of loyalty in connection with the sale of a company based on their domination and/or intimidation by the largest shareholder.  Background This case involved the … Continue Reading

Delaware Court of Chancery Dismisses Dow Shareholders’ Derivative Claims Regarding Rohm and Haas Acquisition for Failure to Plead Demand Futility

In Re The Dow Chemical Company Derivative Litigation, Cons. No. 4339, (Del. Ch., Jan. 11, 2010), read opinion here. Kevin Brady and Ryan Newell of the Connolly Bove firm prepared this synopsis. On January 11, 2010, a year after a major corporate battle between the Dow Chemical Company (“Dow”) and Rohm & Haas Company (“ROH”) … Continue Reading

Chancery Court Dismisses Case Due to Misrepresentations to Court; Finds Derivative Plaintiff Unqualified, and Awards Fees

In PARFI HOLDING AB v. MIRROR IMAGE INTERNET, INC., 2008 WL 4110698 (Del. Ch., Sept. 4, 2008), the Delaware Chancery Court provides a magnum opus on the "importance of being earnest".  Many wags might suggest that such truisms need not be explained in an opinion, but we all know of  lawyers who have made less than true representations to the court with impunity. … Continue Reading
LexBlog