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...
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,...
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...
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...
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 .
Whether it was premature to rule on a fiduciary duty
claim based on the entire fairness standard, at the motion to dismiss stage...
Technologies, Inc. v. Michael , C. A. No. 7164-VCN (Del. Ch.
April 10, 2012).
Whether the Court of Chancery has the inherent authority to remove a director
for breach of fiduciary duty, other than via DGCL Section 225?
The issue was not directly decided...
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...
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
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...
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...
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...
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...
In Re Nine Systems Corporation Shareholders Litigation, Cons. C.A. No. 3940-VCN (Del. Ch. May 7, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ].
This Delaware Court of Chancery decision on the award of attorneys’ fees is blogworthy in that the basis of the...
A frequent theme these days in the world of corporate and securities litigation is the complaint about merger objection litigation – how virtually every deal announced attracts at least one lawsuit , and how all too often the cases are resolved on the basis of a disclosure-only settlement and the...
In Shaev v. Adkerson , C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015), the Delaware Court of Chancery dismissed claims for breach of fiduciary duty including the disclosure obligations of the board which granted stock units valued at approximately $35 million in connection with its decision to settle potential...