Eric Hacker

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Chancery Finds Egregious Conduct in Books and Records Action Justifying Fee-Shifting Against Corporation | JD Supra

May 24, 2024 | jdsupra.com | Eric Hacker |Joseph Leonard

PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024) -Under the “bad faith” exception to the American Rule, Delaware courts will consider shifting fees when aggressive litigation strategies amount to “glaringly egregious” conduct. Here, the Court found the defendant-corporation’s extraordinary attempts to resist a stockholder’s books and records demand under 8 Del. C.
Chancery Confirms Bad Faith Pleading Standard for Officer Caremark Claims | JD Supra

Apr 4, 2024 | jdsupra.com | Albert Carroll |Eric Hacker |Aubrey J. Morin

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.
Chancery Decision Explains Availability of Reformation as a Targeted Remedy | JD Supra

Feb 7, 2024 | jdsupra.com | Eric Hacker |Aubrey J. Morin

AECOM, et al. v. SCCI Nat’l Hldgs., Inc., C.A. No. 2022-0727-MTZ (Del. Ch. Sept. 27, 2023)Although the Court of Chancery frequently resolves contractual disputes, it grants contractual reformation only when “intervention [is necessary] to ensure the deal is what the parties agreed upon.” This pleadings-stage decision provides insight into the Court’s approach to reformation because the Court found that one claim supported reformation but the other did not.
Chancery Refuses to Order Specific Performance Due to Inaccurate Representations and Warranties | JD Supra

Nov 30, 2023 | jdsupra.com | Eric Hacker

[co-author: Aubrey Morin]Restanca, LLC v. House of Lithium, Ltd., C.A. No. 2022-0690-PAF (Del. Ch. Jun. 30, 2023)The parties seeking specific performance of an agreement must establish a clear right to performance, including that all conditions to closing have been met. In this case, a buyer refused to close on the acquisition of an electric scooter company, and the seller sought specific performance in the Court of Chancery.
Chancery Provides Additional Analysis of Primedia Claims in MFW Context | JD Supra

Oct 25, 2023 | jdsupra.com | Eric Hacker

[co-author: Aubrey Morin]City of Dearborn Police and Fire Revised Retirement System (Chapter 23) et al. v. Brookfield Asset Management Inc., C.A. No. 2022-0097-KSJM (Del.
Chancery Rejects “Largely Precatory” Proposed Derivative Settlement | JD Supra

Oct 24, 2023 | jdsupra.com | Eric Hacker

[co-author: Aubrey Morin]Knight v. Miller, C.A. No. 2021-0581-LWW (Del. Ch. June 1, 2023)Under Court of Chancery Rule 23.1(c), the Court must approve the settlement of any derivative litigation. This case provides a rare example of the Court rejecting a settlement after determining that the “give"—i.e., the substance of the settlement—did not justify the “get"— i.e., ending the litigation.
Chancery Holds Unocal Claims for Injunctive Relief are not Subject to Corwin Cleansing | JD Supra

Sep 26, 2023 | jdsupra.com | Eric Hacker

[co-author: Aubrey Morin]In re Edgio, Inc. Stockholder Litigation, C.A. No. 2022-0624-MTZ (Del. Ch. May 1, 2023)Under Corwin, a fully informed, uncoerced vote of the disinterested stockholders can shift the standard of judicial review for certain transactions from heightened scrutiny to the business judgment rule. But there are some transactions that Corwin cannot cleanse.
Entire Fairness Standard Applied to Transaction Benefitting Controllers of Controllers | JD Supra

Aug 24, 2023 | jdsupra.com | Albert Carroll |Eric Hacker

[co-author: Aubrey Morin]Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023)Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of Chancery will subject a transaction involving the company to entire fairness review if a controller receives a non-ratable benefit from a transaction.
Chancery Court Again Applies Entire Fairness to Claims Challenging SPAC Transaction | JD Supra

Aug 23, 2023 | jdsupra.com | Albert Carroll |Eric Hacker

[co-author:Aubrey Morin]Laidlaw v. GigAcquisitions2, LLC, C.A. No. 2021-0821-LWW (Del. Ch. Mar. 1, 2023)In the aftermath of a SPAC merger, the plaintiff (a public stockholder) brought claims for breaches of fiduciary duty against the SPAC's board and sponsor, as controllers, for issuing an allegedly false and misleading proxy statement.
Chancery Resolves Dispute About Competing Forum Selection and Arbitration Provisions | JD Supra

May 4, 2023 | jdsupra.com | Eric Hacker

[co-author: Aubrey Morin]Fairstead Cap. Mgmt. LLC v. Blodgett, C.A. No. 2022-0673-JTL (Del. Ch. Jan. 6, 2023)This case highlights the difficulties that can arise when relationships are governed by contracts with competing forum selection and arbitration provisions. Two LLCs brought claims against a former principal for breach of the respective LLC agreements, both of which contained Delaware forum selection clauses.

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Eric Hacker

Articles

Chancery Finds Egregious Conduct in Books and Records Action Justifying Fee-Shifting Against Corporation | JD Supra

Chancery Confirms Bad Faith Pleading Standard for Officer Caremark Claims | JD Supra

Chancery Decision Explains Availability of Reformation as a Targeted Remedy | JD Supra

Chancery Refuses to Order Specific Performance Due to Inaccurate Representations and Warranties | JD Supra

Chancery Provides Additional Analysis of Primedia Claims in MFW Context | JD Supra

Chancery Rejects “Largely Precatory” Proposed Derivative Settlement | JD Supra

Chancery Holds Unocal Claims for Injunctive Relief are not Subject to Corwin Cleansing | JD Supra

Entire Fairness Standard Applied to Transaction Benefitting Controllers of Controllers | JD Supra

Chancery Court Again Applies Entire Fairness to Claims Challenging SPAC Transaction | JD Supra

Chancery Resolves Dispute About Competing Forum Selection and Arbitration Provisions | JD Supra

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