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Jan 22, 2025 | 
jdsupra.com | Albert Manwaring |Alena Smith
Gilbert v. Unisys Corp., C.A. No. 2023-0513-PAF (Del. Ch. Aug. 13, 2024) In this decision, the Court of Chancery held that the plaintiffs were entitled to advancement of legal fees and expenses from their former employer. The plaintiffs were former employees hired as Vice Presidents. The plaintiffs argued that because they were officers of the company, they were entitled to advancement under the company’s bylaws.
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Dec 10, 2024 | 
jdsupra.com | Albert Manwaring |Alena Smith
Pope v. Hycroft Mining Holding Corp., C.A. No. 2022-0957-LWW (Del. Ch. July 9, 2024)In this decision, the Court of Chancery found the plaintiffs could not press class claims if they also pursue related individual claims. The Court also found that class and derivative claims cannot be litigated pro se. Here, one of the plaintiffs brought two suits arising under the same facts: an individual action and also a putative class action.
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Jul 25, 2024 | 
jdsupra.com | Albert Manwaring
InKahn v. M&F Worldwide,88 A.3d 635 (Del. 2014)(MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include approval by a well-functioning independent special committee and the affirmative vote of the majority of the fully-informed and uncoerced minority stockholders, is subject to the business judgment standard of review.
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Jun 21, 2024 | 
jdsupra.com | Albert Manwaring |Alena Smith
Malkani v. Cunningham, C.A. 2020-1004-SG (Del. Ch. Feb. 28, 2024)In this decision involving a contractual fee-shifting provision, both parties argued that they were entitled to fee-shifting as the prevailing parties. The Court held that the prevailing party was the party who succeeded in the overall litigation. The underlying litigation involved the enforcement of a contract between a private investor and a Delaware LLC.
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May 12, 2024 | 
mondaq.com | Samuel Bashman |Albert Manwaring |K. O'Connell
Buttonwood Tree Value
Partners, L.P. v. R.L. Polk & Co. Inc., C.A.
No. 9250-VCG (Del. Ch. Dec. 29, 2023)
To state a claim for unjust enrichment, a plaintiff must adequately
plead: (1) an enrichment; (2) an impoverishment; (3) a relation
between the enrichment and impoverishment; and (4) the absence of a
justification.
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May 12, 2024 | 
mondaq.com | Samuel Bashman |Albert Carroll |Albert Manwaring
Pilot Corp. v. Abel, C.A. No.
2023-0813-MTZ (Del. Ch. Dec. 13, 2023)
Here, the plaintiff claimed that the adoption of pushdown
accounting constituted a change to accounting rights that triggered
a right to consent under the relevant operating agreement. The
defendants asserted that the plaintiff had unclean hands because
the plaintiff had manipulated earnings to alter valuation of a put
right.
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May 2, 2024 | 
mondaq.com | Lewis H. Lazarus |Albert Manwaring |Albert Carroll |Aubrey J. Morin
This top ten list summarizes significant decisions of the
Delaware Supreme Court and the Delaware Court of Chancery over the
past calendar year. Our criteria for selection are that the
decision either meaningfully changed Delaware law or provided
clarity or guidance on issues relevant to corporate and commercial
transactions or litigation in Delaware.
We present the decisions in no particular order.
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Apr 26, 2024 | 
jdsupra.com | Albert Carroll |Albert Manwaring |Alena Smith
Palkon v. Maffei, C.A. 2023-0449-JTL (Del. Ch. Feb. 20, 2024)This decision arose out of TripAdivor’s conversion from a Delaware corporation into a Nevada corporation. The company’s CEO and Chair had voting control and approved the conversion. The board did not condition the transaction on special committee approval or a majority of the minority stockholder vote.
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Apr 8, 2024 | 
jdsupra.com | Albert Carroll |Albert Manwaring |Alena Smith
Principal Growth Strategies LLC v. AGH Parent LLC, C.A. 2019-0431-JTL (Del. Ch. January 25, 2023)This decision provides helpful guidance to practitioners to address pleading-stage arguments for dismissal. The plaintiff asserted fiduciary claims against the controller and manager of a Delaware LLC, who allegedly engineered an asset-swap transaction at the expense of the LLC. The Court of Chancery largely denied the motions to dismiss.
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Mar 20, 2024 | 
jdsupra.com | Samuel Bashman |Albert Manwaring
Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023)To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an impoverishment; (3) a relation between the enrichment and impoverishment; and (4) the absence of a justification.
