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. DirectorsDelaware Governor John Carney recently signed into law a bill to amend Section 145 of the Delaware General Corporation Law (“DGCL”) to allow Delaware corporations to use captive insurance for…
Continue Reading Delaware Amends DGCL Section 145 to Authorize Captive Insurance Agreements
In a 77-page Memorandum Opinion issued by Vice Chancellor Fioravanti in Cindy Harcum v. John Lovoi et al., C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022), the Delaware Court…
Continue Reading Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.
In the recent decision of In re PLX Technology, Inc. S’holders Litig., Consl. C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018), the Delaware Court of Chancery found that shareholders…
Continue Reading No Damages Found in PLX Technology Stockholders Litigation Suit
In the recent decision of Morrison v. Berry, No. 445, 2017 (Del. July 9, 2018), the Delaware Supreme Court issued an opinion of import in connection with the Corwin …
Continue Reading “Partial and Elliptical Disclosures” Prevent the Application of Corwin Business Judgment Review
In the recent decision of Edinburgh Holdings, Inc. v. Education Affiliates, Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018), the Delaware Court of Chancery considered whether claims for…
Continue Reading Chancery Dismisses Claims that are Duplicative of Breach of Contract Claim
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
It is not uncommon for the Court of Chancery to find that a fiduciary duty was breached, but to award only nominal damages or no damages as a result of…
Continue Reading Breach of Fiduciary Duty Does Not Always Lead to Damages
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
Clients can pick their own attorneys but they cannot pick their own facts. A recent case decided by Master Ayvazian highlights the difficulties that unfortunate facts can present.
Creditors have…
Continue Reading You Can’t Pick Your Facts
