19 Dec, 2019 Court of Chancery Grants Inspection of Books and Records into CBS-Viacom Merger But Narrows Scope of Required Production of Electronically-Stored By Lewis H. Lazarus Delaware Business Court Insider A stockholder seeking the books and records of a Delaware corporation to investigate alleged management...
16 Dec, 2019 Delaware State Bar Association Specially Recognizes Lewis Lazarus for Service Chairing the DSBA Awards Committee By Morris James LLP Congratulations to Lewis H. Lazarus whom the Delaware State Bar Association recognized on December 10th for his long service as Chair of...
16 Dec, 2019 Venture Capital Firms Did Not Constitute a Control Group Barring Stockholder Direct Claims for Dilution By Albert H. Manwaring IV Delaware Business Court Insider Dilution claims are “classically derivative” under Delaware corporate law. In Gentile v. Rossette, 906...
16 Dec, 2019 Venture Capital Firms Did Not Constitute a Control Group Barring Stockholder Direct Claims for Dilution By Albert H. Manwaring IV To avoid demand futility and standing requirements for a derivative claim, the plaintiff stockholders in Sheldon v. Pinto Technology...
13 Dec, 2019 Chancery Examines Computer Misuse Claims Against Former Employee and Awards Defamation Damages Against Former Employer By Lewis H. Lazarus Albert J. Carroll Laser Tone Business Systems LLC v. Delaware Micro-Computer LLC, C.A. No. 2017-0439-TMR (Del. Ch. Nov. 27, 2019). In one of her final...
13 Dec, 2019 Why should I hire an attorney? By Susan D. Ament Clayton E. Bunting Keith E. Donovan Matthew R. Fogg Wilson A. Gualpa Kevin G. Healy Ross C. Karsnitz Michael G. Owen +5 more... Show less Being involved in a serious accident can throw your entire world into chaos and leave you with a lot to consider, including whether...
11 Dec, 2019 Chancery Finds Proper Purpose in Books and Records Demand to Investigate Potential Wrongdoing in CBS-Viacom Merger By Bryan Townsend K. Tyler O'Connell Bucks Cty. Employees Ret. Fund v. CBS Corp., C.A. No. 2019-0820-JRS (Del. Ch. Nov. 25, 2019). A stockholder seeking books and records in...
09 Dec, 2019 Chancery Declines to Establish New Rule Concerning Books and Records Inspections Related to Proxy Contests By Jonathan G. Strauss Albert J. Carroll High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS (Del. Ch. Nov. 14, 2019). Section 220 of the DGCL...
06 Dec, 2019 Chancery Addresses Pleading Standards for Caremark Claims By R. Eric Hacker Albert J. Carroll In re LendingClub Corp., Consol. C.A. No. 12984-VCM (Del. Ch. Oct. 31, 2019). Delaware law sets a high bar to sufficiently plead a...
06 Dec, 2019 Chancery Construes Sellers’ APA Contractual Representations Concerning Customer Relationships and Changes in the Business, Finds No Breach By P. Clarkson Collins Jr. K. Tyler O'Connell Julius v. Accurus Aerospace Corp., C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019). This case serves as a cautionary tale when sellers’...
02 Dec, 2019 Chancery Finds Request for “Corrective Action” to be a Litigation Demand, Dismisses Derivative Claims for Failure to Plead Wrongful Refusal By K. Tyler O'Connell Solak v. Welch, et al., C.A. No. 2018-0810-KSJM (Del. Ch. Oct. 30, 2019). Under the Delaware Supreme Court’s decision in Spiegel v....
02 Dec, 2019 Chancery Examines Partnership Agreement Allowing Deference to General Partner’s Decisions While Acting in its Individual Capacity By Albert H. Manwaring IV K. Tyler O'Connell Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Oct. 7, 2019). The Court of Chancery held...
02 Dec, 2019 Chancery Declines to Dismiss Second-Filed Delaware Action Because Delaware Forum Selection Clause Preempts McWane By Jonathan G. Strauss Albert J. Carroll PPL Corp. v. Riverstone Holdings LLC, C.A. No. 2018-0868-JRS (Del. Ch. Oct. 23, 2019). Defendants brought an action in Montana state...
02 Dec, 2019 Chancery Rejects Claim that Books and Records Demand was “Pretextual,” Finds Sufficient Overlap Between Demand Letter and Plaintiff’s Purpose By K. Tyler O'Connell Bryan Townsend Donnelly v. Keryx Biopharmaceuticals, Inc., C.A. No. 2018-0892-SG (Del. Ch. Oct. 24, 2019). A stockholder-plaintiff seeking a...
02 Dec, 2019 Chancery Refuses to Reform Operating Agreement to Impose Class Voting Requirements Not Contained in the Plain Language of the Agreement By Albert H. Manwaring IV K. Tyler O'Connell JJS, Ltd. v. Steelpoint CP Holdings, LLC, C.A. No. 2019-0072-KSJM (Del. Ch. Oct. 11, 2019). The Court of Chancery held that plaintiff...
22 Nov, 2019 Investor’s Desire to Criticize Proxy Contest Transactions Does Not Sustain Books and Records Request By K. Tyler O'Connell Delaware Business Court Insider The Delaware Court of Chancery’s recent decision in High River Limited Partnership v. Occidental...