-
Del. Ch.·
2020-01-31
The Court of Chancery denied the defendants' motion to dismiss the breach of contract claim against the General Partner (PAA GP LLC) but granted the motion as to all other claims and defendants. The court found that while the LP Agreement did not impose freestanding contractual d
-
Del. Ch.·
2019-12-11
The Court of Chancery granted the defendants' motion to dismiss a stockholder's derivative action for failure to plead demand futility. The court found that the plaintiff failed to plead particularized facts demonstrating that a majority of the board faced a substantial likelihoo
-
Del. Ch.·
2019-12-04
The Court held that the derivative plaintiff is presumptively entitled to discover all documents and communications reviewed and relied upon by the Special Litigation Committee (SLC) in forming its conclusions. This entitlement is subject to valid privilege and immunity objection
-
Del. Ch.·
2019-10-01
The court held that plaintiffs adequately pleaded a "Caremark" claim for breach of fiduciary duty based on the board's alleged failure to oversee the Rociletinib clinical trial and its conscious disregard of red flags indicating protocol violations and misleading market communica
-
Del. Ch.·
2019-09-30
The Court of Chancery denied defendants' motions to dismiss. The court found that plaintiffs had pled sufficient particularized facts to establish demand futility, creating a reasonable doubt that a majority of the board of directors was disinterested or independent. Additionally
-
Del. Ch.·
2019-09-26
The court granted the defendants' motion to dismiss the derivative claims, finding that the LLC operating agreement effectively limited the managers' liability to actions taken in bad faith. The court determined that the plaintiffs failed to plead sufficient facts to infer bad fa
-
Del. Ch.·
2019-05-31
The Court denied the defendants' motion to dismiss, finding that the plaintiff adequately pleaded demand futility for derivative claims and stated valid claims for breach of contract, breach of fiduciary duty, and aiding and abetting. The court also rejected arguments for dismiss
-
Del. Ch.·
2018-12-19
The Court of Chancery held that the plaintiff's direct claims (Counts I-IV) must be dismissed because they are exclusively derivative in nature and do not fit the "transactional paradigm" for dual direct/derivative claims under Gentile v. Rossette, as there was no improper transf
-
Del. Ch.·
2018-07-26
The Delaware Court of Chancery held that the plaintiff's claims were solely derivative, not direct, because the alleged harm was to the corporation and not to the stockholders individually, and the Gentile paradigm for dual-natured claims did not apply as there was no controlling
-
Del. Ch.·
2018-07-20
The Court of Chancery properly dismissed the plaintiff's complaint, holding that the transaction was structured to satisfy the MFW framework, thus triggering the business judgment rule standard of review. The plaintiff failed to plead facts demonstrating that the MFW conditions w
-
Del. Ch.·
2018-04-19
The Delaware Court of Chancery granted in part and denied in part the defendants' motion to dismiss a stockholder derivative suit. The court found that demand on the board was excused for claims challenging the salary payments made to Sumner Redstone as Executive Chairman after M
-
Del. Ch.·
2018-03-26
The Court of Chancery denied in large part defendants' motion to dismiss. It held that the Series A-2 Financing and the Warrant Transaction should be treated as separate, not unitary, transactions. Claims related to the Series A-2 Financing are derivative, while claims related to
-
Del. Ch.·
2018-02-28
The Court granted the motion to dismiss, finding that the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1. The court determined that the plaintiff did not plead sufficient particularized facts to raise a reasonable doubt that the directors w
-
Del. Ch.·
2018-02-20
The Court of Chancery denied defendants' motion to dismiss a derivative complaint alleging breach of fiduciary duties and aiding and abetting breaches of fiduciary duty. The court found that the plaintiff had sufficiently pleaded particularized facts to create a reasonable doubt
-
Del. Ch.·
2017-11-07
The Court held that demand on the board of directors was not excused as futile because the plaintiff failed to plead non-exculpated claims against a majority of the director defendants, despite the presence of an exculpatory charter provision. The Court further held that the plai
-
Del. Ch.·
2017-05-15
The Court of Chancery dismissed the derivative action because the plaintiff failed to plead particularized facts demonstrating that demand on the board to pursue the litigation would be futile. While the court acknowledged that the plaintiff's allegations might trigger Unocal's e
-
Del. Ch.·
2017-04-05
The Court of Chancery granted the defendants' motion to dismiss. The court held that stockholder approval of the Equity Incentive Plan (EIP), which contained director-specific limits, constituted ratification of the equity awards granted to directors. Consequently, the awards wer
-
Del. Ch.·
2017-03-29
The Court of Chancery denied the Counter-Defendants' motion to dismiss the fraud and fraudulent inducement claims (Counts I and II), finding they were sufficiently pled with particularity under Rule 9(b). However, the court dismissed the direct and derivative breach of fiduciary
-
Del. Ch.·
2016-11-07
The court granted in part and denied in part the defendants' motion to dismiss. The court dismissed Count I (breach of fiduciary duty) as to defendants Blaszyk, Burnett, Calhoun, Sitrick, Holt, and Miller for failure to plead demand futility with particularity. However, the court
-
Del. Ch.·
2016-10-07
The Court of Chancery held that the plaintiff's claims for breach of fiduciary duty were derivative in nature, but demand on the board was not excused as futile. The court also found that the claims for declaratory judgment regarding the certificate of incorporation's facial vali
-
Del. Ch.·
2016-06-10
The Court granted summary judgment in favor of Plaintiff William T. Obeid, holding that retired federal judge Michael R. Hogan cannot serve as the sole member of special litigation committees for either the Corporate LLC or the Manager-Managed LLC. The Court denied Obeid's motion
-
Del. Ch.·
2016-04-13
The Court of Chancery granted the motion to dismiss a stockholder derivative complaint, finding that the plaintiff failed to plead particularized facts raising a reasonable doubt as to whether the board of directors validly exercised its business judgment in refusing the plaintif
-
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
-
Del. Ch.·
2015-10-05
The Court of Chancery granted the defendants' motion to dismiss. The court found that the plaintiff's direct claim alleging a violation of the certificate of incorporation and bylaws failed for lack of specificity. The court also dismissed the derivative claim, finding that the b
-
Del. Ch.·
2015-07-29
The Court granted the defendants' motion to dismiss, holding that the plaintiff's derivative claims were barred by res judicata under New York law. The Court found that the current action arose from the same series of transactions as a prior derivative action that had been dismis
-
Del. Ch.·
2015-04-30
The Delaware Court of Chancery denied defendants' motion to dismiss for failure to make a pre-suit demand, finding demand futile because a majority of the board members were interested in the RSU awards. The court also denied dismissal of claims for breach of fiduciary duty and u
-
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
-
Del. Ch.·
2014-07-24
The Court of Chancery granted in part and denied in part the defendants' motion to dismiss. The court dismissed claims related to the ABA's initial adoption as an anti-takeover device and certain disclosure claims in prior proxy statements due to laches or lack of damages. Claims
-
Del. Ch.·
2013-11-08
The court denied the defendants' motion to dismiss, finding that the plaintiff had alleged sufficient particularized facts to excuse demand under the Aronson test and to state a claim upon which relief could be granted. The court concluded that the board of directors clearly viol
-
Del. Ch.·
2013-10-28
The Court granted in part and denied in part the defendants' motion to dismiss, finding that plaintiffs had adequately pled demand futility for most claims. The Court dismissed claims for breach of the duty of care, failure to disclose, and corporate waste, but allowed claims for
-
Del. Ch.·
2013-05-21
The Court denied defendants' motions to dismiss and stay the action. The Court found that demand was excused under Rule 23.1 because the directors faced a substantial risk of liability, rendering them incapable of impartially considering a litigation demand. The Court also found
-
Del. Ch.·
2013-01-02
The Court of Chancery granted Fuqi International, Inc.'s motion to dismiss the plaintiff's amended complaint. The court found that the plaintiff, proceeding pro se, failed to present cogent arguments in opposition to the motion and instead engaged in ad hominem attacks against op
-
Del. Ch.·
2012-09-25
The Court of Chancery dismissed the derivative complaint with prejudice as to the named plaintiffs, finding that they failed to adequately plead demand futility and did not provide adequate representation for the corporation. The court determined that the plaintiffs' allegations
-
Del. Ch.·
2012-06-29
The Delaware Court of Chancery held that a stockholder's claim arising from the board's granting itself stock awards survives a motion to dismiss, while the plaintiff's remaining claims are dismissed. The court found that while a retroactive payment for past services can be waste
-
Del. Ch.·
2012-01-05
The Delaware Court of Chancery held that a shareholder has established proper purposes to inspect a corporation's books and records, specifically to investigate fraud and mismanagement, and to determine the independence and good faith of the board of directors. The court also den
-
Del. Ch.·
2011-10-12
The Delaware Court of Chancery dismissed a derivative shareholder lawsuit against Goldman Sachs directors and officers. The court found that the plaintiffs failed to plead demand futility, as required by Court of Chancery Rule 23.1, because they did not sufficiently allege that t
-
Del. Ch.·
2011-05-31
The Court denied the Defendants' motion to dismiss Count II regarding the vote of Winmill's interest in Bexil in favor of the York Sale, finding that the claim of self-interested and unfair conduct was adequately pleaded. The Court otherwise granted the Defendants' motion to dism
-
Del. Ch.·
2010-05-05
The Court granted in part and denied in part defendants' motions to dismiss. Counts One, Two, Nine, and Ten (breach of contract and declaratory judgment) were dismissed as to individual defendants San Miguel, Mills, and Barr but not as to Jenzabar. Counts Three and Four (intentio
-
Del. Ch.·
2010-03-03
The Court denied the defendants' motion to dismiss the shareholder derivative complaint. The Court found that the complaint adequately pleaded demand futility, as the directors faced a substantial threat of personal liability due to their involvement in insider trading and a comp
-
Del. Ch.·
2010-01-11
The Delaware Court of Chancery granted defendants' motion to dismiss a shareholder derivative action for failure to adequately plead demand futility under Chancery Court Rule 23.1. The court found that plaintiffs failed to establish that demand on the board was futile under eithe
-
Del. Ch.·
2009-04-06
The Court denied Defendants' motion to dismiss the First Complaint, finding that Plaintiff sufficiently pled claims for dissolution, breach of fiduciary duty, and breach of the implied covenant of good faith and fair dealing. However, the Court granted Defendants' motion to dismi
-
Del. Ch.·
2009-04-06
The Court denied the defendants' motion to dismiss the first complaint, finding that the plaintiff sufficiently pleaded claims for dissolution, breach of fiduciary duty, and breach of the implied covenant of good faith and fair dealing. However, the Court granted the defendants'
-
Del. Ch.·
2009-02-12
The Delaware Court of Chancery granted the defendant corporation's motion for summary judgment and denied the plaintiff stockholder's motion, holding that the plaintiff had not demonstrated a right to inspect additional books and records beyond those already provided. The court f
-
Del. Ch.·
2009-02-06
The court held that pre-suit demand on the board of directors was not excused. Because the plaintiffs failed to make demand prior to instituting the derivative action and did not adequately plead demand futility with respect to the board in office at the time of the second amende
-
Del. Ch.·
2008-09-02
The Delaware Court of Chancery dismissed a derivative action against Lear Corporation's directors and AREP, finding that the plaintiffs failed to plead particularized facts supporting a non-exculpated breach of fiduciary duty. The court held that directors are entitled to make go
-
Del. Ch.·
2008-08-29
The Court held that demand on the board was excused as futile because the plaintiff pleaded particularized facts demonstrating gross negligence in the board's process for selling a subsidiary. However, the Court also held that the directors were exculpated from liability by a Sec
-
Del. Ch.·
2008-02-29
The Court of Chancery granted Defendants' motion to dismiss all derivative claims brought on behalf of KEE Action Holdings, Inc. The Court found that the plaintiff, Eugenio Postorivo, failed to adequately plead demand futility under both the Aronson and Rales tests, and also lack
-
Del. Ch.·
2007-10-09
The court held that the partnership agreement, not common law, provided the relevant standard of care for the general partner's oversight duty. Because the general partner delegated nearly all managerial responsibilities to conflicted entities, its residual duty of oversight requ
-
Del. Ch.·
2007-08-13
The Court of Chancery denied defendants' motion to dismiss Counts I and II, finding that plaintiffs had sufficiently alleged demand futility and stated claims for breach of fiduciary duty and invalidity of transactions. The Court granted the motion to dismiss Count III regarding
-
Del. Ch.·
2007-07-20
The Delaware Court of Chancery denied the defendants' motion to stay the derivative action in favor of a later-filed Texas federal court proceeding. The court found that substantial unsettled issues of Delaware law were involved, and the defendants' claims of inconvenience were d