K. O'Connell

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.

May 7, 2024 | mondaq.com | K. O'Connell

ABA Business Law Today (BLT) Tornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024). In both 2009 and 2012, Tesla, Inc. and its founder and Chief Executive Officer Elon Musk agreed to compensation plans with significant stock option grants that would vest in tranches if Tesla achieved certain operational and financial milestones. Although the 2012 grant had a ten-year term, by 2017, Tesla already was nearing completion of those milestones.

May 7, 2024 | mondaq.com | K. O'Connell

ABA Business Law Today (BLT) Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) ("MFW") and its progeny, controlling stockholder squeeze-out acquisitions may be subject to deferential review under the business judgment rule if they are approved by a special committee of independent directors and a majority of the minority stockholders. In City of Dearborn Police and Fire Revised Ret. Sys. (Chapter 23) v. Brookfield Asset Mgmt., Inc., __ A.3d __, 2024 WL 1244032 (Del. Mar.

May 7, 2024 | mondaq.com | K. O'Connell

ABA Business Law Today (BLT) In In re Carvana Co. S'holders Litig., ___ A.3d ___, 2024 WL 1300199 (Del. Ch. Mar. 27, 2024), the Delaware Court of Chancery granted a motion to dismiss filed by a special litigation committee formed under Zapata Corp. v. Maldanado, 430 A.2d 779 (Del. 1981), which had concluded that derivative claims arising from Carvana's controlling stockholders' participation in a direct offering were not worth pursuing.

Apr 25, 2024 | mondaq.com | K. O'Connell |Samuel Bashman

Chordia v. Lee, C.A. No. 2023-0382-NAC (Del. Ch. Jan. 4, 2024) In this case, as part of a sale of a majority interest, a stockholder agreement granted the founders the ability to designate members to the board of directors so long as at least one founder remained at the company as an officer or employee. The agreement also granted the board the ability to hire and fire executive employees, but did not allow the board to terminate non-executive employees.