31 Dec, 2016 Delaware Superior Court Limits Fraud Exclusion By Morris James LLP Arch Insurance Company v. Murdock, C.A. N16C-01-104 EMD CCLD (December 21, 2016) This is an important decision because it limits the use...
30 Dec, 2016 Court of Chancery Strikes Down New Fee-Shifting Bylaw By Morris James LLP Solak v. Sarowitz, C.A. 12299-CB (December 27, 2016) After the enactment of Section 109(b) of the Delaware General Corporation Law, one...
29 Dec, 2016 Del. Supreme Court Finds Demand Excused and Revives 'Zynga' Derivative Claim By P. Clarkson Collins Jr. Background The derivative complaint alleged that Zynga's CEO, Chairman and controlling stockholder Mark Pincus, along with certain other...
22 Dec, 2016 Reliance on Extra-Contractual Statements in Fraud Claim By Albert H. Manwaring IV Delaware Business Court Insider Buyers unhappy with the performance of a company or assets purchased frequently assert claims that the...
21 Dec, 2016 Court Of Chancery Upholds Merger Price As Fair Value In Appraisal Action By Albert J. Carroll Merion Capital L.P. v. Lender Processing Services Inc., C.A. 9320-VCP (December 16, 2016) This is another decision in the continuing...
21 Dec, 2016 Supreme Court Chips Away at Concept of Direct And Derivative Claims By Morris James LLP Just in time for Christmas, on December 20, 2016, the Delaware Supreme Court issued a Christmas present – or lump of coal, depending on...
15 Dec, 2016 Partner Charles H. Toliver, IV Receives the Delaware State Bar Association Outstanding Service to the Courts Award By Morris James LLP The Delaware State Bar Association has selected Morris James LLP partner Charles H. Toliver, IV as the 2016 recipient of the Award for...
14 Dec, 2016 Partner P. Clarkson Collins, Jr. Receives the Delaware State Bar Association Daniel L. Herrmann Professional Conduct Award By Morris James LLP The Delaware State Bar Association has selected Morris James LLP partner P. Clarkson Collins, Jr. as the 2016 recipient of the Daniel L....
14 Dec, 2016 Use of Agreed-Upon Search Terms Not Proxy for Gathering All Responsive Info By Morris James LLP Parties typically seek to narrow the scope of potentially responsive documents by meeting and conferring and reaching agreement on...
13 Dec, 2016 Court Of Chancery Appoints Lead Counsel In Appraisal Case By Albert J. Carroll Sunrise Partners Limited Partnership v. Rouse Properties Inc., C.A. 12609-VCS (December 8, 2016) Appraisal petitioners normally agree to...
09 Dec, 2016 Court of Chancery Explains Standing to Bring Fiduciary Duty Claims After Being Forced to Sell Stock By Albert J. Carroll I.A.T.S.E. Local No. One Pension Fund v. General Electric Company, C.A. 11893-VCG (December 6, 2016) This is an important decision...
09 Dec, 2016 Court Of Chancery Clarifies Personal Jurisdiction Over LLC Managers By Albert J. Carroll In The Matter of Dissolution Of Arctic Ease LLC, C.A. No. 8932-VCMR (December 9, 2016) The Delaware LLC Act provides for personal...
07 Dec, 2016 “Directors’ Decisions Must Be Reasonable, not Perfect” Home Depot’s Shareholder Derivative Litigation Arising from Data Breach Dismissed By Albert J. Carroll On November 30, 2016, a federal district court dismissed a shareholder derivative complaint against various current and former directors...
07 Dec, 2016 Claims That Controlling Stockholder Received Unique Benefits Dismissed By Morris James LLP In GAMCO Asset Management v. iHeartMedia, Delaware's Court of Chancery considered claims that a controlling stockholder's liquidity needs...
07 Dec, 2016 Court Of Chancery Examines Whether Derivative Demand Was Wrongfully Refused By Albert J. Carroll Zucker v. Hassell, C.A. 11625-VCG (November 30, 2016) and Kops v. Hassell, C.A. 11982-VCG (November 30, 2016) Even after a board rejects...
06 Dec, 2016 Delaware Supreme Court Finds Pre-Suit Demand Was Excused By Albert J. Carroll Sandys v. Pincus, No. 157, 2016 (December 5, 2016) When a stockholder files a derivative suit she can avoid dismissal under Rule 23.1’s...