Category Archives: Delaware Court of Chancery

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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Court of Chancery Clarifies 8 Del. C. § 205

On October 22, 2015, Vice Chancellor Parsons clarified application of 8 Del. C. § 205, looking to the intent of the legislature. In In re Genelux Corp., (Del. Ch. 10042-VCP) (Opinion Oct. 22, 2015), V.C. Parsons held that 8 Del. … Continue reading

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