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M.D. Fla.·
2025-11-14
The court held that a renewed motion to transfer venue to the District of Minnesota should be granted because the convenience of parties and witnesses, locus of operative facts, and familiarity with governing law weighed in favor of transfer.
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Del. Ch.·
2025-07-22
The Court of Chancery granted the defendants' motion to dismiss, finding that the plaintiff failed to adequately plead demand futility. The court held that the plaintiff's theories of breach of fiduciary duty under Caremark, Massey, and Malone were insufficient to establish that
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Del. Ch.·
2025-07-03
The Court of Chancery converted the defendants' motion to dismiss under Rule 23.1 into a motion for summary judgment on the discrete issue of director Schorr's independence, allowing for discovery. The court stayed consideration of the Rule 12(b)(6) motion pending the resolution
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Del.·
2025-06-09
The Delaware Supreme Court reversed the Court of Chancery's dismissal of Erste's claim for relief from judgment under Rule 60(b)(3), holding that the rule applies to fraud between parties that prevents a party from fairly presenting its case, not solely to fraud on the court. The
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Del. Ch.·
2025-05-02
The Delaware Court of Chancery granted defendants' motion to dismiss derivative claims, finding that plaintiffs failed to plead demand futility with particularity. The court held that the plaintiffs did not adequately allege that the directors faced a substantial likelihood of li
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Del. Ch.·
2025-02-14
The Court of Chancery correctly dismissed the stockholders' derivative complaint for failure to plead demand futility. The plaintiffs failed to establish that a majority of the board of directors lacked independence from the controlling stockholder or faced a substantial likeliho
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Del. Ch.·
2024-12-27
The Court of Chancery denied defendants' motion to dismiss under Court of Chancery Rule 23.1, finding that the stockholder plaintiffs have standing to pursue derivative claims. The court determined that demand on the board of directors to assert these claims would be futile becau
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Del. Ch.·
2024-10-18
The Delaware Court of Chancery denied the defendants' motion to dismiss, finding that the plaintiff had stated reasonably conceivable direct claims for breach of fiduciary duty and unjust enrichment. The court held that the claims were direct because they alleged interference wit
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Del. Ch.·
2024-05-31
The Court of Chancery granted the defendants' motion to dismiss the amended verified shareholder derivative complaint. The court found that the plaintiff failed to plead with particularity that the corporate controller, Deutsche Telekom AG (DTK), received a material benefit from
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Del. Ch.·
2024-03-27
The Delaware Court of Chancery granted the Special Litigation Committee's (SLC) motion to dismiss the derivative claims against Carvana Co.'s controlling stockholders, the Garcias. The court found that the SLC met its burden under the Zapata standard by demonstrating its independ
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Del. Ch.·
2024-02-02
The Court of Chancery granted defendants' motions to dismiss, finding that the plaintiff failed to plead demand futility. The court applied the Zuckerberg test, analyzing each director's potential liability or lack of independence. It concluded that the Committee Defendants did n
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Del. Ch.·
2023-10-02
The Delaware Court of Chancery dismissed a stockholder derivative complaint for failure to plead demand futility. The court found that the plaintiffs failed to allege particularized facts demonstrating that a majority of the board of directors faced a substantial likelihood of li
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M.D. Fla.·
2023-09-26
Shareholders Williams and Arona sued 3rd Home Limited and its founder Wade Shealy seeking to wind up the corporation, recover damages for breach of fiduciary duty, and obtain appointment of a receiver. The court granted summary judgment for defendants, holding that the shareholde
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Del. Ch.·
2023-05-09
The Court of Chancery granted the defendants' motion to dismiss the derivative complaint for failure to plead demand futility. The court found that while the TIDAL acquisition was a "flawed business decision," the plaintiff failed to plead particularized facts demonstrating that
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Del. Ch.·
2023-04-17
The Delaware Court of Chancery granted the special litigation committee's (SLC) motion to terminate derivative litigation, finding that the SLC met its burden under the first step of the Zapata analysis. The court determined the SLC was independent, conducted a thorough and good
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Del. Ch.·
2023-03-21
The Court of Chancery denied the plaintiffs' motion for relief from judgment under Rule 60(b). The court found that the DOJ Complaint constituted new evidence, not newly discovered evidence, and thus could not support a Rule 60(b)(2) claim. Even if considered newly discovered evi
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Del. Ch.·
2023-03-01
The Court denied the defendants' motion to dismiss, finding that the plaintiff adequately pleaded direct claims for breach of fiduciary duty and unjust enrichment. The Court determined that entire fairness review applied due to conflicts of interest involving the controlling stoc
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Del. Ch.·
2022-06-30
The Delaware Court of Chancery granted the defendants' motion to dismiss a shareholder derivative suit for failure to plead demand futility. The court found that the plaintiff failed to adequately allege that the directors breached their fiduciary duties under the Caremark doctri
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Del. Ch.·
2022-06-30
The Delaware Court of Chancery denied motions to dismiss derivative claims alleging breach of fiduciary duty against Carvana Co. and its CEO, Ernest Garcia III. The court found that demand on the board was excused due to futility, as two directors, Sullivan and Platt, lacked inde
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Del.·
2022-06-28
The Delaware Supreme Court affirmed the Court of Chancery's decision to dismiss derivative claims against El Pollo Loco Holdings, Inc. (EPL) based on the recommendation of a Special Litigation Committee (SLC). The court found that the SLC members were independent and conducted a
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Del. Ch.·
2022-06-21
The Court of Chancery dismissed the breach of fiduciary duty claim against the CEO for failure to state a claim, finding it conclusory and lacking factual support. The court also dismissed the remaining claims for conversion, unjust enrichment, and negligence for lack of subject
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Del. Ch.·
2022-06-03
The Court of Chancery stayed further consideration of the defendants' motion to dismiss, which argued demand futility and failure to state a claim. The court found it appropriate to await the resolution of a parallel federal securities action to avoid potentially inconsistent rul
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Del. Ch.·
2022-06-02
The Court denied in part and granted in part the Defendants' motion to dismiss. The Court found that the claim for breach of contract regarding distributions for tax years 2014-2016 could proceed due to equitable tolling, and the claim for distributions in 2017-2018 survived due
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Del. Ch.·
2022-01-03
The Delaware Court of Chancery denied most defendants' motions to dismiss claims alleging breach of fiduciary duty and aiding and abetting breach of fiduciary duty in the context of a SPAC merger. The court held that claims regarding the impairment of stockholder redemption right
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Del. Ch.·
2021-12-15
The Delaware Court of Chancery dismissed a stockholder derivative action for failure to make a demand on the board of directors, finding that demand futility was not established. The court applied the three-part test from *Zuckerberg* and conducted a director-by-director analysis
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Del. Ch.·
2021-11-23
The Court granted the Defendants' Motions to Dismiss, finding that the Plaintiff failed to plead with particularity that demand on the board to bring the derivative suit would be futile. Because Wayfair's certificate of incorporation contains an exculpation clause, the plaintiff
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Del. Ch.·
2021-11-01
The Court of Chancery granted the defendants' motion to dismiss a stockholder derivative complaint. The court found that the plaintiffs failed to plead with particularity that demand on the board of directors would be futile. Specifically, the court determined that the directors
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Del. Ch.·
2021-10-29
The Court of Chancery denied the defendants' motion to dismiss, finding that the plaintiffs adequately pleaded wrongful refusal of their pre-suit demand. The court determined that the plaintiffs maintained derivative standing and that their allegations raised a reasonable doubt a
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Del. Ch.·
2021-09-30
The Court granted defendants' motions to dismiss, holding that the plaintiff failed to plead that the private equity sponsors formed a control group, thus the challenged transaction was presumptively subject to the business judgment rule. Furthermore, the plaintiff lacked standin
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Del. Ch.·
2021-09-29
The Delaware Court of Chancery granted defendants' motion to dismiss a stockholder derivative complaint alleging breaches of fiduciary duty. The court found that plaintiffs failed to plead demand futility with particularity, as required by Court of Chancery Rule 23.1. The court d
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Del.·
2021-09-23
The Delaware Supreme Court affirmed the Court of Chancery's dismissal of a derivative complaint, holding that exculpated duty of care violations do not excuse demand futility under the second prong of the Aronson test. The Court adopted a universal three-part test for demand futi
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S.D. Fla.·
2021-08-31
Shareholders of OPKO Health, Inc. sued derivatively on behalf of the company, alleging that the board of directors breached their fiduciary duties and violated federal securities laws by allegedly engaging in discriminatory practices in board and executive hiring while making mat
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Del. Ch.·
2021-08-25
The Delaware Court of Chancery granted defendants' motion to dismiss a derivative suit, finding that plaintiffs failed to adequately plead demand futility. The court concluded that at least eight of the eleven directors on the board could have impartially considered a demand, as
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Del. Ch.·
2021-07-28
The Court held that while most of the Counterclaim-Plaintiffs' claims were time-barred by laches, claims arising from an alleged attempt to force a settlement in bankruptcy proceedings survived. The Court also found that the Savings Statute preserved Waterloo's tortious interfere
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Del. Ch.·
2021-06-30
The Court of Chancery denied defendants' motions to dismiss a stockholder derivative complaint alleging breach of fiduciary duties in a controlling stockholder transaction. The court found that the entire fairness standard of review applied, and that the plaintiff had adequately
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Del. Ch.·
2021-06-01
The Delaware Court of Chancery granted the defendants' motion to dismiss, holding that the plaintiff's claims were derivative and that the plaintiff lacked standing to bring them. The court found that the plaintiff failed to meet the requirements for bringing a derivative action,
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Del. Ch.·
2021-04-28
The Court of Chancery properly dismissed the plaintiff's derivative action for failure to plead demand futility. The plaintiff did not allege particularized facts demonstrating that demand on the board would have been futile, particularly given the company's exculpation provision
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Del. Ch.·
2021-03-30
The Delaware Court of Chancery dismissed a stockholder derivative action for failure to make a demand on the board of directors, finding that the plaintiff failed to allege particularized facts demonstrating demand futility. The court held that the directors did not utterly fail
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2018 WL 6822708·
Del. Ch.·
2021-02-18
The Court of Chancery denied the nominal defendant Trust's motion to dismiss a shareholder derivative complaint. The court found that the Trust board had divested itself of the ability to assert procedural defenses by creating a special litigation committee before the lawsuit was
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Del. Ch.·
2021-01-27
The Court denied most defendants' motions to dismiss breach of fiduciary duty, waste, and unjust enrichment claims, finding that plaintiffs adequately pleaded demand futility and that the merger process and price were unfair. The Court granted dismissal only for the disclosure cl
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Del. Ch.·
2021-01-21
The Court granted defendants' motion to dismiss. The Court held that the expansion of the board from eight to nine directors and the appointment of an independent director were valid under the company's certificate of incorporation and stockholder agreement. Furthermore, the Cour
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Del. Ch.·
2020-12-31
The Court granted the defendants' motion to dismiss, finding that the plaintiff failed to plead with particularity that demand on the board of directors was excused due to futility. The court determined that the allegations did not establish a substantial likelihood of personal l
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Del. Ch.·
2020-11-20
The Court of Chancery dismissed the plaintiff's derivative complaint for failure to satisfy Court of Chancery Rule 23.1, finding that the plaintiff failed to plead with particularity facts demonstrating that demand on the board of directors to pursue the corporate claim would hav
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Del. Ch.·
2020-11-18
The Court denied in part and granted in part the defendants' motions to dismiss. The Court found that demand on the general partner was excused as futile due to the controller's substantial likelihood of liability. The Court also found that the plaintiffs had stated claims for br
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Del. Ch.·
2020-10-26
The Court of Chancery granted defendants' motion to dismiss a derivative action, finding that the plaintiff failed to plead demand futility. The court applied the Rales test, determining that a majority of the board of directors could exercise disinterested and independent judgme
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Del. Ch.·
2020-09-30
The Delaware Court of Chancery dismissed a derivative complaint filed by TrueCar stockholders. The court found that the plaintiffs failed to plead with particularity facts sufficient to excuse demand on the board of directors, as required by Court of Chancery Rule 23.1. Specifica
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Del. Ch.·
2020-08-17
The Delaware Court of Chancery granted the defendants' motion to dismiss a derivative action, finding that the plaintiffs failed to plead with particularity that demand on the board of directors was futile. The court concluded that the allegations did not establish a substantial
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Del. Ch.·
2020-07-22
The Court of Chancery properly dismissed the plaintiff's claims for breach of the implied covenant of good faith and fair dealing and breach of fiduciary duty. The complaint failed to plead sufficient facts to put defendants on notice of the claims, did not establish a gap in the
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Del. Ch.·
2020-03-31
The court granted the defendants' motion to dismiss, finding that the plaintiff failed to state a claim for relief on either count. The court held that the plaintiff did not adequately plead facts to overcome the business judgment rule regarding the company's decision not to decl
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Del. Ch.·
2020-02-13
The Court of Chancery granted the defendants' motion to dismiss, holding that the plaintiff failed to adequately plead demand futility. The plaintiff did not present particularized facts creating a reasonable doubt that a majority of the board of directors were disinterested, ind