Category Archives: Uncategorized

Court of Chancery Defers to Deal Price in Panera Bread Appraisal

JAB Holdings B.V. (“JAB”) acquired Panera Bread Company (“Panera”) via a cash-out merger for $315.00 per share on July 18, 2017. Multiple dissenting shareholders (“Petitioners”) filed an appraisal action, seeking a fair value determination of $361.00 per share. Ultimately, the … Continue reading

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Inquiry Notice Bars Claims Based on Expired Statute of Limitations

In the case of Ocimum Biosolutions India v. AstraZeneca UK Limited, the Superior Court addressed the level of knowledge necessary for a party to be deemed on inquiry notice for statute of limitations purposes. In 2001, AstraZeneca entered into a … Continue reading

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Entire Fairness Review Applies to Musk Compensation Package

In the recent case of Tornetta v. Musk, C.A. No. 2018-0408-JRS (Del. Ch. Sept. 20, 2019), the Delaware Court of Chancery determined the standard of review that applies to a board approved and stockholder ratified executive compensation decision that benefits … Continue reading

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An “Efficient Breach” Does Not Absolve One from Contractually Agreed Upon Damages

In the recent case of Leaf Invenergy Co. v. Invenergy Renewables LLC, No. 308, 2018 (Del. May 2, 2019), the Delaware Supreme Court reversed the Court of Chancery’s nominal damages award under the “efficient breach” theory.  The Supreme Court confirmed … Continue reading

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Rent-A-Center not bound by merger deal with Vintage Capital

In the case of Vintage Rodeo Parent, LLC et al., v. Rent-A-Center, Inc., the Court of Chancery announced that Rent-A-Center was within its rights to back out of a $1.36 billion merger deal with private equity firm Vintage Capital Management … Continue reading

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Court of Chancery Addresses Method for Perfecting Service on a Defunct LLC

In the case of Tratado de Libre Commercio, LLC v. Splitcast Technology, LLC, C.A. No. 2019-0014-JRS, the Court of Chancery was called on to determine the proper method to perfect service on a dissolved LLC that completed the winding up … Continue reading

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Fitbit Inc. Interlocutory Appeal Denied

The Court of Chancery (“Court”) first recited thr standard for granting an interlocutory appeal.  Interlocutory appeals are the exception, not the norm because they disrupt the normal procession of litigation.  The Court should first identify whether the decision being appealed … Continue reading

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Allegations of Insider Trading Amongst Fitbit’s Board of Directors

Fitbit Inc. has found itself in the midst of a shareholder derivative suit alleging the company’s board engaged in insider trading and improper conduct surrounding the 2015 IPO, lock-up agreements, and Secondary Offering after the Court of Chancery denied Fitbit’s … Continue reading

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Equitable Counterclaims in Courts of Law

In the early stages of the American legal system, most state judiciaries were separated into two types of courts – courts of law and courts of equity.  An action at law is an action typically for money damages such as … Continue reading

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Delaware Gun Restrictions Held Unconstitutional

In Delaware State Sportsmen’s Association and the Bridgeville Rifle and Pistol Club v. Delaware Department of Natural Resources and Environmental Control and Delaware Department of Agriculture, C.A. K18C-05-047-JJC (Del. Super. Oct. 11, 2018), Plaintiffs challenged new regulations issued in light … Continue reading

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