26 Jan, 2016 Court of Chancery Applies Entire Fairness to Controller Contract By Albert J. Carroll In Re EZCORP Inc. Consulting Agreement Derivative Litigation, C.A. 9962-VCL (January 25, 2016) This is an important and useful decision...
26 Jan, 2016 Court of Chancery Targets “Deal Tax” Litigation By Increasing its Scrutiny of “Disclosure-Only” Settlements By Albert J. Carroll Albert H. Manwaring IV M&A lawsuits and so-called “disclosure-only” settlements – where stockholder plaintiffs drop their requests to enjoin a deal and grant...
25 Jan, 2016 Court of Chancery Requires Dismissal with Prejudice of Withdrawn Derivative Suit By Morris James LLP In Re Ezcorp Inc. Consulting Agreement Derivative Litigation, C.A. 9962-VCL (January 15, 2016) When, after full briefing, the plaintiff...
21 Jan, 2016 Court of Chancery Explores the Effect of Federal Settlements on a Delaware Action and Applies Unocal to Bylaw Amendments By Albert J. Carroll In re Ebix, Inc. S’holder Litig., Consol. C.A. No. 8526-VCN (Jan. 15, 2016) This is an interesting decision for two reasons. First, the...
21 Jan, 2016 Court Explains Rigorous 'Caremark' Pleading Requirements By P. Clarkson Collins Jr. A recent opinion containing the report and recommendation of the magistrate judge in the U.S. District Court for the District of...
20 Jan, 2016 Court Of Chancery Rejects Settlement Because Of Named Plaintiff Conflict By Albert J. Carroll Smollar v. Potarazu, C.A. No. 10287-VCN (January 14, 2016) This decision points out the hazard in providing a separate benefit to the...
15 Jan, 2016 Chancery Defers to Indian Corporation's Delaware Choice of Venue By Albert H. Manwaring IV Delaware Business Court Insider In the absence of a prior-filed action in another forum, Delaware state courts will respect a plaintiff's...
08 Jan, 2016 Is an Offset Allowed for Amounts Unrelated to the Claim Asserted? By Morris James LLP Delaware Business Court Insider The plaintiffs in Brace Industrial Contracting v. Peterson Enterprises (Del. Ch. Dec. 10, 2015) moved for...
07 Jan, 2016 Superior Court Explains Reliance Disclaimer Clauses By Morris James LLP Pivotal Payments Direct Corp. v. Planet Payment Inc., No. 15C-02059-EMD CCLD (December 29, 2015) A party to a contract may try to limit...
07 Jan, 2016 Superior Court Explains When Arbitration Is Binding By Morris James LLP Airbase Carpet Mart Inc. v. Aya Associates Inc., No.. 15C-03-104 VLM (December 15, 2015) As this decision explains, you can be bound by...
07 Jan, 2016 Court of Chancery Explains When a Stockholder’s Right to Remove Directors May Be Limited to “For Cause” Only Removals By Albert J. Carroll Albert H. Manwaring IV Section 141(k) of the Delaware General Corporation Law (DGCL) contains the default rule that a corporation’s stockholders have the right...
06 Jan, 2016 Court of Chancery Explains Arbitration Timelines By Morris James LLP SC&A Construction Inc. v. Potter, C.A. 10528-VCG (January 6, 2016) This decision explains the timelines for seeking to vacate an...
05 Jan, 2016 Morris James Elects James A. Landon and Jonathan G. Strauss as Partners By Morris James LLP Morris James LLP is pleased to announce that James A. Landon and Jonathan G. Strauss have been elected partners effective January 1,...
05 Jan, 2016 District Court Explains When Suit Is Direct Or Derivative In The Alternative Entity Context By Morris James LLP Gimaex Holding Inc. v. Spartan Motors USA Inc., No. 15-CV-00515-RGA (December 22, 2015) Whether a claim is direct or derivative often...
04 Jan, 2016 District Court Explains Caremark Proof Requirements In Pleading By Morris James LLP In Re Chemed Corporation Shareholder Derivative Litigation, No. 13-1854-LPS-CJB (December 23, 2015) To meet the pleading requirements to...