Category Archives: Delaware Court of Chancery

Court of Chancery Holds Business Judgment Protections Announced in Kahn v. M&F Worldwide Corp. Extends to Conflicted One-Side Controller Transactions

Stockholders of Martha Stewart Living Omnimedia, Inc. (MSLO) brought suit in the Court of Chancery against Martha Stewart, alleging that Stewart, as controlling stockholder of MSLO breached her fiduciary duties by negotiating greater consideration for herself to the detriment of … Continue reading

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Standard of Review for Executive Compensation Awards: In Re Investors Bancorp, Inc. Stockholder Litigation

In the case of In Re Investors Bancorp, Inc. Stockholder Litigation, stockholders filed a derivative complaint on behalf of Investors Bancorp, Inc. (the “Company”) alleging directors breached their fiduciary duties in awarding themselves grossly excessive awards under the Equity Incentive … Continue reading

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Charging Liens: The Type of Fee Agreement Matters

On appeal from the Court of Chancery, the Delaware Supreme Court addressed whether and to what extent a charging lien may be imposed on a judgment to recover unpaid attorney’s fees. In the case at bar, Katten Muchin Rosenman LLP … Continue reading

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Court of Chancery Denies Stockholder Books and Records Request

In a Memorandum Opinion issued August 31, 2016, Judge LeGrow, sitting as a Vice Chancellor by designation pursuant to Del. Const. art. IV, § 13(2), denied a shareholder demand for the inspection of books and records related to $69 million … Continue reading

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Chancellor Bouchard sanctions party for “unusually deplorable behavior”

In a fifty-eight page Opinion issued today, Chancellor Bouchard analyzed and ultimately granted a motion to shift attorneys’ fees due to a party’s bad faith litigation tactics.  Given the demanding standard of establishing “clear evidence” that a party acted in … Continue reading

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Vice Chancellor Cites Homer Simpson and Moe Szyslak

In a typically colorful and engaging written decision from Vice Chancellor Glasscock, His Honor cited two of the most famous residents of the fictional town of Springfield: Moe Szyslak and Homer Simpson.  The Memorandum Opinion in Walker, et al. v. … Continue reading

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Vice Chancellor Glasscock Addresses Novel Question Regarding Demand Futility

On May 31, 2016, Vice Chancellor Glasscock issued an interesting Opinion addressing the question of which composition of a board of directors is relevant to the Court’s demand futility analysis where the board’s composition changes in between the time a … Continue reading

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Delaware Wal-Mart Derivative Action Precluded by Prior Arkansas Dismissal

Chancellor Bouchard, today, dismissed the matter of In re Wal-Mart Stores Inc. Delaware Derivative Litigation.  The Chancellor held that the plaintiffs’ claims were precluded by a prior dismissal of a similar derivative action filed in Arkansas.  Despite the fact that … Continue reading

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The Dangers of Filing Legal Claims in a Court of Equity

On October 30, 2015, Vice Chancellor Parsons dismissed a Plaintiff’s claims on the grounds that: 1) three of the claims failed to state a cause of action for which relief could be granted under 12(b)(6); and 2) the remaining three claims … Continue reading

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Court of Chancery Addresses Question of First Impression

Chancellor Bouchard, today, addressed what His Honor considered to be a question of first impression: “Can a disinterested controlling stockholder ratify a transaction approved by an interested board of directors, so as to shift the standard of review from entire … Continue reading

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