Corporate and Commercial Practice in the Delaware Court of Chancery
The Court of Chancery recently dismissed claims for breach of fiduciary duty, breach of the duty of oversight, and waste against the board of directors of McDonald’s Corporation.
In In …
Continue Reading Court of Chancery Dismisses Claims Against McDonald’s Corp. DirectorsRecently, in the decision of Feuer v. Redstone, (Del. Ch. Apr. 19, 2018), the Delaware Court of Chancery considered a motion to dismiss brought in response to a derivative…
Continue Reading Corporate Waste Claim Survives Motion to Dismiss
When a derivative lawsuit is brought on behalf of a company, the derivative plaintiff will often times attempt to argue that demand upon the board would be “futile” in order…
Continue Reading Demand Not Excused When “Best Practices” Not Followed
In the recent decision of Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. No. 12151-VCG (Del. Ch. Dec. 18, 2017), the Delaware Court of Chancery provided a scholarly…
Continue Reading Caremark Claims Analyzed by Delaware Court of Chancery
In the recent opinion by the Delaware Supreme Court of Chancery in City of Birmingham Retirement and Relief System v. Good, No. 16, 2017 (Del. Supr. Dec. 15, 2017),…
Continue Reading Supreme Court Upholds Dismissal of Caremark Claim
Under Delaware law, if a shareholder requests that a company pursue litigation, the decision whether to pursue litigation on behalf of the company generally resides with the board as an…
Continue Reading Chancery Denies Derivative Action for Failure to Plead Demand Futility
In Delaware, to assert a derivative action against company management, either a presuit demand must be made, or plaintiff must allege that demand would be futile because the board is…
Continue Reading Derivative Demand Requirements Equally Apply to Actions Asserted by 50/50 Member of an LLC
The recent decision of Trusa v. Nepo, C.A. No. 12071-VCMR (Del. Ch. April 13, 2017), stands for the proposition that a creditor lacks standing to assert a derivative claim…
Continue Reading Creditor Lacks Standing to Bring Derivative Suit against LLC
Whether a claim against company management is direct or derivative is not infrequently disputed in litigation before the Delaware Court of Chancery. This determination becomes important in many contexts, including…
Continue Reading Chancery Rules that Claims against General Partner are Direct, Allows Action to Proceed Despite Partnership’s Bankruptcy
In 2016, beginning with In Re Trulia Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016) (see blog post here), the Court of Chancery has issued…
Continue Reading Mootness Fee Awarded for Helpful Disclosures that Provided Benefit to Stockholders
