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Judge Posner on Delaware Corporate Law

In CDX Liquidating Trust v. Venrock Associates, No.10-1953 (7th Cir. March 29, 2011), Judge Richard Posner, a reknowned member of the U.S. Court of Appeals for the 7th Circuit , writes a decision for that Court which analyzes an applies the following aspects of Delaware corporate law in a case which...

Another Preliminary Injunction For Breach Of Fiduciary Duty

For the second time in a space of two weeks, the North Carolina Business Court granted a motion for a preliminary injunction against an LLC member/manager as a result of breaches of fiduciary duty. The first case was GoRhinoGo, LLC v. Lewis , which I blogged about last week, and the second case,...

Massey Gets Its Due

Back in the summer, there was a 'to-do' about the Massey shareholder litigation. You'll remember that shareholders brought a derivative suit against the directors for violations of their fiduciary duties in the running of the company that ended with a disaster at the Upper Big Branch...

Delaware Court of Chancery Finds Corporate Officers Usurped Corporate Opportunities and Converted Resources in Violation of their Fiduciary Duty of Loyalty

In a post-trial decision, the Court of Chancery in Dweck v. Nasser , C. A. No. 1353-VCL (Jan. 18, 2012), found that Dweck, the former CEO, a director and 30% stockholder in Kids International Corporation ("Kids"), and Kevin Taxin, Kids' President, breached their fiduciary duties of loyalty...

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger

Frank v. Elgamal , C.A. No. 6120-VCN (Del. Ch. March 30, 2012). See summary of prior Chancery decision in this matter highlighted on these pages . Issue Addressed Whether it was premature to rule on a fiduciary duty claim based on the entire fairness standard, at the motion to dismiss stage...

Delaware Court of Chancery Dismisses Part of Fiduciary Claim that Sought Removal of Director Based on Inherent Equitable Power of Court

Shocking Technologies, Inc. v. Michael , C. A. No. 7164-VCN (Del. Ch. April 10, 2012). Issue Addressed: Whether the Court of Chancery has the inherent authority to remove a director for breach of fiduciary duty, other than via DGCL Section 225? Short answer: The issue was not directly decided...

It's A First: Fiduciary Duty Claim Sticks Against A Bank

For the first time that I am aware of, the Business Court has found a Complaint to sufficiently allege a breach of fiduciary duty claim against a bank, in today's opinion in WNC Holdings, LLC v. Alliance Bank & Trust Co . , 2012 NCBC 50. The case has a familiar ring to it on the facts. Real...

FDIC Wins $168.8 Million Jury Verdict Against Former IndyMac Officers

On December 7, 2012, in a comprehensive victory for the FDIC in its capacity as receiver of the failed IndyMac bank, a jury in the Central District of California entered a verdict of $168.8 million in the FDIC's lawsuit against three former officers of the bank. As reflected in the verdict form...

Delaware Court of Chancery Determines Ownership Interest in LLC and Remedy for Breach of Fiduciary Duties

Grove v. Brown , C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ] Issues Addressed : This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed: (1) what specific ownership interest each had in the...

In re Trados: What Happens When Common Gets Nothing?

On August 16, Delaware Chancery Court Vice Chancellor Laster issued his highly anticipated, post-trial decision in In re Trados Incorporated Shareholder Litigation , C.A. No. 1512-VC (August 16, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ], where the directors who...

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Related to Sale of Company

In Re Answers Corporation Shareholders Litigation , Cons. C.A. No. 6170-VCN (Del. Ch. Feb. 3, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. One takeaway from this decision granting a motion for summary judgment to defendants and rejecting claims for breach of...

Wal-Mart Delaware Action – Much To Do About Little

This article was reprinted with permission from FCPA Professor There are certain topics in the FCPA space that are over-hyped. The document request dispute in connection with a Wal-Mart derivative action is certainly one example. By way of background, in the aftermath of Wal-Mart’s Foreign...