On January 10, 2012, in the case of In Re Appraisal of the Aristotle Corporation, the Delaware Court of Chancery addressed an issue of first impression with respect to
Continue Reading Court Reinforces Principle that in Most Circumstances Appraisal is the Exclusive Remedy in Connection With a Short Form Merger
fiduciary duty
Interclick, Inc.’s Board of Directors Sued in Class Action Complaint
In the case of Siamak “Sam” Elghanian v. Interclick, Inc., et al., C.A. No. 7066 (Del. Ch. 2011), the shareholders of interclick, Inc. (“interclick”) filed a class action complaint…
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Andatee China Marine Fuel Services Corporation’s Shareholders Assert Class Action Complaint
In the case of George Durgin v. Andatee China Marine Fuel Services Corporation, et al., C.A. No. 7074 (Del. Ch. 2011), the shareholders of Andatee China Marine Fuel Services…
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Pharmasset, Inc.’s Board of Directors Sued in Class Action Complaint
On November 29, 2011, the shareholders of Pharmasset, Inc. filed a class action complaint against the company’s board of directors for alleged breach of fiduciary duties arising out of the…
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Double Derivative Actions: Court Applies Law of Country of Spanish Parent Company in Dismissing Complaint
“‘In a double derivative action involving a wholly owned subsidiary, a stockholder plaintiff only must plead demand futility (or otherwise satisfy Rule 23.1) at the parent level.’ [However], where ‘the …
Challenges to Director Elections, Appointments, Removals or Resignations Under Section 225 of the DGCL
Section 225 of the Delaware General Corporation Law (“DGCL”) provides a mechanism through which shareholders, directors or officers of a corporation can challenge the appointment, removal or resignation of any…
Disgorgement Under Brophy Claim: No Actual Harm Required
“To the extent Pfeiffer v. Toll conflicts with our current interpretation of [Brophy], Pfeiffer cannot be Delaware law.”
Based upon the recent Delaware Supreme Court decision, Kahn v. Kohlberg Kravis …
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