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Dec 10, 2024 | 
jdsupra.com | Barnaby Grzaslewicz |Aubrey J. Morin
Pinnacle IV, L.P. v. Cyberlabs AI Holdings Ltd., C.A. No. N23C-04-021 MAA CCLD (Del. Super. July 11, 2024)Who can be held liable for a fraudulent statement is often a key issue in fraud claims. In this decision from the Superior Court of Delaware’s Complex Commercial Litigation Division, the Court found that a lack of an agency relationship prevented the imputation of fraudulent statements to the seller of a business. The defendants purchased a company from the plaintiff, a venture capital firm.
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Nov 14, 2024 | 
jdsupra.com | Aubrey J. Morin
Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (Del. Ch. July 1, 2024)It is common for Delaware corporations to provide advancement rights to their officers and directors. In this post-trial decision from the Court of Chancery, a parent’s bylaws had granted mandatory advancement to employees of subsidiaries who were sued by reason of their employment.
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Sep 9, 2024 | 
jdsupra.com | Seller Post-Merger |Barnaby Grzaslewicz |Aubrey J. Morin
Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a merger. This rule was established by the Court of Chancery’s leading decision in Great Hill Equity Partners IV, LP v.
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Sep 9, 2024 | 
jdsupra.com | Barnaby Grzaslewicz |Aubrey J. Morin
City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024). The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp.
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Jun 21, 2024 | 
jdsupra.com | Barnaby Grzaslewicz |Aubrey J. Morin
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024)It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. This case follows the familiar fact pattern where, following a merger, a seller brings a variety of claims against the merged entity and its officers and directors.
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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 10, 2024 | 
mondaq.com | R. Eric Hacker |Aubrey J. Morin |Albert Carroll
In Re ProAssurance Corp. Stockholder Derivative
Litig., Consol. C.A. No. 2022-0034-LWW (Del. Ch.
Oct. 2, 2023)
Claims against corporate fiduciaries for breaches of the duty of
oversight are colloquially referred to as
"Caremark" claims.
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May 10, 2024 | 
mondaq.com | R. Eric Hacker |Aubrey J. Morin |Albert Carroll
Segway Inc. v. Hong Cai, C.A. No.
2022-1110-LWW (Del. Ch. Ct. Dec. 14, 2023)
The Caremark doctrine recognizes the duty of oversight for
directors of Delaware corporations. Under In re McDonald's
Corp. Stockholder Derivative Litigation, 289 A.3d 343 (Del. Ch. Jan. 26, 2023), corporate officers, and not just directors, owe
a duty of oversight, at least within the scope of each
officer's responsibilities.
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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 |Barnaby Grzaslewicz |Aubrey J. Morin
Whitestone REIT Operating Partnership L.P. v. Pillarstone Capital REIT, C.A. No. 2022-0607-LWW (Del. Ch. Jan. 25, 2024)In Delaware, the implied covenant of good faith and fair dealing is inherent in all contracts and ensures that the “fruits of the bargain” are not frustrated by arbitrary or unreasonable action. Here, under the governing partnership agreement, Whitestone, a limited partner, had the unilateral right to redeem its partnership units.
