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Del. Ch.·
2016-10-10
The Delaware Court of Chancery affirmed the dismissal of a shareholder complaint alleging breach of fiduciary duties in a squeeze-out merger. The court found that the merger satisfied the six-element framework established in Kahn v. M&F Worldwide Corp., thereby entitling the tran
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199 So. 3d 1094·
Fla. 3d DCA·
2016-09-07
Appellants challenged the trial court's order dismissing their entire complaint against ArdenX LLC and others for improperly mixing direct and derivative claims, as well as claims by independent contractors, in a single action. The Third District Court of Appeal reversed, holding
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Del. Ch.·
2016-05-11
The Court granted the Defendants' Motion to Dismiss, holding that the Conflicts Committee's approval of the "Dropdown" transaction created a conclusive presumption of fairness and reasonableness to the Partnership, thereby precluding judicial scrutiny of the transaction's substan
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Del. Ch.·
2016-03-29
The Court granted the defendants' motion to dismiss, holding that the plaintiff failed to state a claim upon which relief can be granted. The Court found that the limited partnership agreement's safe harbors, particularly the unitholder approval provision, shielded the merger fro
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Del. Super. Ct.·
2016-01-27
The Superior Court granted the defendants' motion to dismiss the equitable claims (Counts VI, VII, XII, XIII, XIV, and XV) for lack of subject matter jurisdiction, as these claims fall exclusively within the jurisdiction of the Court of Chancery. The court found that the plaintif
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Del. Ch.·
2016-01-25
The court held that Count IV of the complaint, alleging unjust enrichment, fails to state a claim and is dismissed. Count III, alleging aiding and abetting a breach of fiduciary duty, is dismissed as to Cohen but survives as to MS Pawn. The court denied the remaining motions to d
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179 So. 3d 470·
Fla. 4th DCA·
2015-11-18
The court held that the summary denial of the defendant's claim of ineffective assistance of counsel regarding a jury instruction on conspiracy was improper and required further review.
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Del. Ch.·
2015-10-15
The Court of Chancery of Delaware lacked personal jurisdiction over the director defendant Henry Fung and the defendant Patent Revenue Partners, LLC (PRP). The court found that Fung did not "transact business" in Delaware by forming the entity Amphus, as the Vadem BVI Board, not
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2015 U.S. Dist. LEXIS 141571·
S.D. Fla.·
2015-09-25
The court held that the defendant's motion for attorney's fees and costs was timely under the federal local rules, and that the plaintiff failed to demonstrate the defendant's settlement offer was made in bad faith.
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Del. Ch.·
2015-08-27
The Delaware Court of Chancery held that the merger was not entirely fair due to fraud and misrepresentation by the controlling shareholder and a corporate officer, who breached their duty of loyalty. The court found the controlling shareholder and the officer jointly and several
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Del. Super. Ct.·
2015-08-17
The Court denied the defendants' motion to dismiss, finding that the plaintiff had adequately pled claims for breach of contract/indemnification, fraud, aiding and abetting fraud, and civil conspiracy. The court determined that the plaintiff's allegations, when viewed in the ligh
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Del. Ch.·
2015-06-23
The Court largely denied defendants' motions to dismiss, finding that plaintiff stated claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach of fiduciary duty, aiding and abetting breaches of fiduciary duty, civil
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Del. Ch.·
2015-06-17
The Court determined the fair value of the plaintiff's shares in a merger through a discounted cash flow analysis, finding the 2013 management projections to be reliable and appropriately tax-affecting the earnings due to the company's S corporation status. The Court also found t
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261 F.R.D. 13·
S.D. Fla.·
2015-06-08
The court held that the plaintiffs' motion for class certification should be granted because the proposed class meets the requirements of Rule 23, including ascertainability, numerosity, commonality, and typicality.
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Del. Ch.·
2015-05-20
The Court of Chancery approved a settlement in a class and derivative action arising from a corporate restructuring. The settlement provided $275 million to the company, reduced insider voting power, and expanded the board with independent directors. The court found that the sett
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Del. Ch.·
2015-04-28
The Court of Chancery granted the defendants' motion to dismiss the derivative action, finding that the plaintiff failed to plead with particularity that a pre-suit demand on the board of directors would have been futile. The court concluded that the allegations did not create a
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Del. Ch.·
2015-04-20
The Delaware Court of Chancery found that the General Partner breached the Limited Partnership Agreement by causing El Paso MLP to engage in the Fall Dropdown transaction. The court determined that the Conflicts Committee members failed to form a subjective belief that the transa
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Del. Ch.·
2015-04-15
The Delaware Court of Chancery denied stockholders' demands for inspection of corporate books and records under Section 220 of the Delaware General Corporation Law. The court found that the stockholders failed to demonstrate a proper purpose for their inspection demands, as they
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Del. Ch.·
2015-03-18
The Delaware Court of Chancery denied the defendants' motions to dismiss or stay the plaintiff's complaint. The court found that the forum selection clause in the Intercreditor Agreement, even if incorporated into the 2009 Indenture, did not clearly and unambiguously apply to the
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Del. Ch.·
2015-01-28
The Court denied the plaintiffs' motion to amend the complaint, finding that the proposed amendments would be unduly prejudicial to the defendants and would disrupt the orderly and fair trial of the case. The Court granted in part and denied in part the defendants' motion in limi
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Del. Ch.·
2014-11-14
The Court of Chancery denied the defendants' motion to dismiss the breach of fiduciary duty claim (Count I), finding it to be a direct claim that sufficiently alleged self-dealing by directors. However, the Court granted the defendants' motion to dismiss the aiding and abetting c
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M.D. Fla.·
2014-11-05
The court held that the plaintiff sufficiently pleaded claims for violations of the Computer Fraud and Abuse Act, breach of fiduciary duty, breach of duty of loyalty, aiding and abetting, and intentional interference with advantageous relationships, thus denying the defendants' m
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Del. Ch.·
2014-10-31
The Court of Chancery partially granted Defendants' motion to dismiss and granted their motion to stay. The court held that a covenant not to sue in the Third Amendment to the Credit Agreement, as interpreted by the Bankruptcy Court and given collateral estoppel effect, bars most
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2014 U.S. Dist. LEXIS 156529·
S.D. Fla.·
2014-10-31
The court held that the defendant bank's motion to dismiss should be denied because the plaintiffs adequately pleaded claims for aiding and abetting breach of fiduciary duty, negligence, negligent misrepresentation, and violation of a New Jersey statute.
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Del. Ch.·
2014-10-14
The Delaware Court of Chancery dismissed a consolidated class action complaint alleging breach of fiduciary duties and aiding and abetting. The court held that KKR, despite managing KFN's day-to-day operations, was not a controlling stockholder because it lacked actual control ov
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Del. Ch.·
2014-09-30
The Court denied the plaintiff's motion for a preliminary injunction, finding that the plaintiff failed to establish a reasonable probability of success on the merits for its trade secret and deceptive practices claims, and that the potential harm to the plaintiff was speculative
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Del. Ch.·
2014-09-10
The Court denied the defendants' motion to dismiss Count I, which alleged breach of fiduciary duty against the director defendants, and granted the motion to dismiss Count III, which alleged aiding and abetting breaches of fiduciary duty against the company. The Court found that
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Del. Ch.·
2014-09-04
The Delaware Court of Chancery held that while the recapitalization was approved at a fair price, the process was grossly unfair, constituting a breach of fiduciary duty by the control group and conflicted directors. The court found that the plaintiffs had standing to bring direc
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Del. Ch.·
2014-05-19
The court granted the plaintiff's motion for class certification, holding that the claims asserted in Counts I and III of the complaint were direct claims, not exclusively derivative. The court found that the plaintiff had standing as a party to the Limited Partnership Agreement
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Del. Ch.·
2014-05-07
The Delaware Court of Chancery denied Highland Capital Management, L.P.'s motion to dismiss a breach of fiduciary duty claim, finding sufficient allegations that Highland acted as a controlling stockholder. The court granted Joseph F. Furlong III's motion to dismiss, finding that
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Del. Ch.·
2014-04-16
The court granted in part and denied in part the defendant directors' motion to dismiss and motion for judgment on the pleadings, and granted KeyBanc's motion to dismiss. The court found that the plaintiffs failed to state a claim for breach of fiduciary duty based on the sale of
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Del. Ch.·
2014-03-07
The court held that RBC Capital Markets, LLC (RBC) is liable for aiding and abetting the breaches of fiduciary duty by the directors of Rural/Metro Corporation. The court found that RBC's actions in designing and executing the sale process, including its undisclosed conflicts of
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858 F. Supp. 2d 1084·
M.D. Fla.·
2014-02-13
The court held that the Stored Communications Act does not provide for secondary liability, such as conspiracy claims, and therefore, a conspiracy claim under the SCA fails as a matter of law.
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Del. Ch.·
2014-02-03
The court granted summary judgment for the defendants, finding no genuine issue of material fact regarding the directors' alleged bad faith or control by interested parties. The court held that the disinterested majority of the board acted reasonably in approving the merger, desp
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1992 WL 157280·
S.D. Fla.·
2013-12-27
The court found that the complaint sufficiently alleged false or misleading statements, materiality, and scienter to survive a motion to dismiss for the securities fraud claims.
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836 F. Supp. 2d 148·
S.D. Fla.·
2013-08-15
The court held that both parties' motions to exclude expert testimony were denied, finding the experts qualified and their methodologies sufficiently reliable under the Daubert standard.
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Del. Ch.·
2013-08-05
The Court granted summary judgment for the defendants, holding that the merger was subject to review under the business judgment rule due to the presence of robust procedural protections, including a disinterested and independent special committee and a non-waivable majority of t
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Del. Ch.·
2013-07-23
The Court of Chancery granted the defendants' motion to dismiss the second amended complaint. The court found that the plaintiffs failed to plead facts supporting a rational inference that Castle Harlan was a controlling stockholder or that it had an improper conflict of interest
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9th Cir. Ct. App. Div.·
2013-06-06
The State appealed a trial court's grant of judgment of acquittal (JOA) notwithstanding a guilty jury verdict in an aiding and abetting prostitution case. The appellate court reversed, finding sufficient evidence existed to support the conviction and that the trial court erred in
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571 F. Supp. 2d 322·
S.D. Fla.·
2013-05-30
The court held that the plaintiff's claims for unpaid medical services constituted state law breach of contract claims concerning the rate of payment, not federal claims preempted by ERISA regarding the right to payment.
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Del. Ch.·
2013-05-10
The Delaware Court of Chancery denied in part and granted in part defendants' motion to dismiss. The court held that the plaintiffs stated a claim for breach of fiduciary duty against KKR and the Primedia directors regarding the fairness of the merger, as the merger allegedly con
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1990 WL 185716·
M.D. Fla.·
2013-04-05
The court granted in part and denied in part the motion to dismiss, dismissing aiding and abetting claims and negligence claims for non-customer funds, but upholding fraudulent transfer and unjust enrichment claims against Wachovia.
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818 F. Supp. 2d 1271·
M.D. Fla.·
2013-03-19
The court granted SunTrust's motion to dismiss several counts as time-barred, finding the accrual dates apparent from the complaint, but denied Wells Fargo's motion on those counts due to factual ambiguities regarding accrual.
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Del. Ch.·
2013-03-19
The court awarded plaintiffs' counsel $500,000 in attorneys' fees and costs, finding that the supplemental disclosures obtained through the settlement conferred a material benefit upon the stockholder class. While the court acknowledged the plaintiffs' counsel's diligence and the
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Del. Ch.·
2013-01-31
The Court held that the Director Defendants breached the LLC's Operating Agreement by issuing units without proper authorization and without obtaining the required Common unitholder consent. However, the Court found that these breaches caused no actual damages to the plaintiff an
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Del. Ch.·
2013-01-31
The Delaware Court of Chancery granted defendants' motion to dismiss a shareholder class action alleging breach of fiduciary duties and aiding and abetting. The court found that plaintiffs failed to plead sufficient facts to support a claim of bad faith against the directors or k
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Del. Super. Ct.·
2013-01-23
The court granted in part and denied in part the defendants' motion to dismiss. Claims for breach of fiduciary duty and conspiracy/aiding and abetting were dismissed as they were contractual in nature. Claims under Delaware's Wage Payment and Collection Act and for breach of cont
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731 F. Supp. 2d 191·
M.D. Fla.·
2013-01-22
The court held that allegations of 'burying' the PTO with references and belatedly disclosing a reference do not sufficiently plead inequitable conduct, but allegations of material misrepresentation do meet pleading standards.
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Del. Ch.·
2012-12-20
The Delaware Court of Chancery granted in part and denied in part defendants' motion to dismiss. The court found it lacked personal jurisdiction over the individual defendants. It dismissed derivative claims based on res judicata and release from a prior settlement, and dismissed
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Del. Ch.·
2012-08-28
The Court of Chancery denied motions to dismiss for lack of personal jurisdiction as to Integra Group, Inc. (Integra) but granted them as to Blue Chip Venture Company, Ltd. (BCV) and Blue Chip Capital Fund II Limited Partnership (BC2). The court also denied Integra's motion to di