In re AbbVie Inc. Stockholder Derivative Litig.

This matter involved the creation of a subsidiary, AbbVie, Inc., by Abbott Laboratires, the transfer of assets and liabilities to AbbVie and, as part of that transfer, mutual general releases of liability between the entities. Plaintiffs, in their capacity as AbbVie stockholders, sought to pursue derivatively a claim against certain of both Abbott’s and AbbVie’s directors for breach of fiduciary duties in connection with their approval of the releases. The Court of Chancery granted Defendants’ motions to dismiss, holding (1) Plaintiffs lacked statutory standing to derivatively sue Defendants on behalf of AbbVie for breach of duty in connection with the releases because they were not AbbVie stockholders at the time of the alleged wrong; and (2) the equitable considerations were too tenuous to support the equitable exception to 8 Del. C. 327 set forth in Shaev v. Wyly.