R. Eric Hacker

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.

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.

Feb 2, 2024 | mondaq.com | R. Eric Hacker |Aubrey J. Morin |K. O'Connell

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.

Mar 15, 2023 | law.com | R. Eric Hacker

Judicial proceedings to confirm or vacate arbitral awards can create a conflict between the presumption that judicial proceedings are public and the expectation that arbitrations are private. To alleviate this conflict, the Delaware Court of Chancery Rule 5.1 permits parties to seek protected treatment to prevent the disclosure of truly confidential information in public filings. A recent case, Soligenix v. Emergent Product Development Gaithersburg, C.A. No. 2022-0880-PAF (Del. Ch. Feb.