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1 month ago | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware corporation, the Delaware Supreme Court rejected Appellants’ argument that the forum selection clause of a pertinent credit agreement (“Agreement”) bound Pohl, a non-signatory.
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Nov 6, 2024 | 
jdsupra.com | Albert Carroll |Bryan Townsend
Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch. June 12, 2024)The plaintiff was a stockholder of a company that provided online education resources. Some of the company's customers used its products to cheat on academic assignments and exams. In 2022, the company disseminated a notice of annual meeting and proxy statement. The meeting included elections of unopposed directors and ratification of the appointment of the company's independent auditor.
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Nov 6, 2024 | 
jdsupra.com | Albert Carroll |Bryan Townsend
Green v. McClive, C.A. No. 2023-0139-MTZ (Del. Ch. June 3, 2024)The plaintiff filed claims against defendant McClive, alleging breach of contract, breach of fiduciary duty, and usurpation of corporate opportunities belonging to their Delaware LLC. In this letter decision, the Court of Chancery denied McClive’s motion to dismiss.
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Jul 10, 2024 | 
jdsupra.com | Albert Carroll |Bryan Townsend
Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024)The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary judgment regarding the removal’s effectiveness. The Court of Chancery determined that the relevant contracts’ unambiguous language required the defendants to first have made certain payments to the manager to remove him.
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Jul 10, 2024 | 
jdsupra.com | Albert Carroll |Bryan Townsend
Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Apr. 30, 2024)Stockholder representatives of an acquired corporation brought claims alleging that defendants had failed to use contractually-required commercially reasonable efforts to commercialize an acquired drug asset for a particular use.
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May 17, 2024 | 
jdsupra.com | Albert Carroll
Delaware Business Court InsiderBoards of Delaware corporations control the company’s assets, which includes by default derivative claims for breach of fiduciary duty against the company’s directors and officers.
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May 17, 2024 | 
jdsupra.com | Albert Carroll |Barnaby Grzaslewicz |Aubrey J. Morin
RGIS International Transition Holdco LLC v. Retail Services WIS Corp., C.A. No. N21C-12-077 (Del. Super. February 13, 2024)Under Delaware law, a corporation generally cannot conspire with its own officers, directors, or agents, nor can those individuals aid and abet a tort committed by the corporation.
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May 15, 2024 | 
law.com | Albert Carroll
Boards of Delaware corporations control the company’s assets, which includes by default derivative claims for breach of fiduciary duty against the company’s directors and officers. When derivative claims survive dismissal because demand is excused with respect to the full board, a powerful tool remains at the board’s disposal to reassert control and, in the right conditions, elect to dismiss the claims: a special litigation committee comprised of independent and disinterested directors.
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May 6, 2024 | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
Clem v. Skinner, et al., C.A. 2021-0240-LWW (Del. Ch. Feb. 19, 2024)This Caremark decision involved the retail pharmacy company, Walgreens, and concerned billing practices for a particular insulin pen product that gave rise to unnecessary refill reminders and overbilling, which led to a government investigation and a whistleblower lawsuit. A stockholder plaintiff brought this related derivative action against Walgreens' directors and officers.
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Apr 26, 2024 | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
Tornetta v. Musk, et al., C.A. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024)Stockholders of Tesla, Inc. brought a derivative action against Elon Musk and six individual Tesla directors, alleging that the directors breached their fiduciary duties by awarding Musk performance-based stock options in January 2018 with a potential $55.8 billion maximum value and $2.6 billion grant date fair value.
