Delaware Court of Chancery Decisions 2017
Date: December 29, 2017
Docket Number: 8424-VCMR
Justia Opinion Summary: In a memorandum opinion, the Delaware Court of Chancery held that the Stock Purchase Agreement allowed Vestcom to claim the full amount of the transaction tax deductions (TTDs) pre-closing. The TTDs in this case arose…
Date: December 29, 2017
Docket Number: CA #12671-VCS
Justia Opinion Summary: In a letter opinion, the Delaware Court of Chancery denied a motion for reargument regarding the court's decision on HC's motion for partial summary judgment. The court held that Myers failed to demonstrate that the…
Date: December 29, 2017
Docket Number: CA #2017-0547-JRS
Justia Opinion Summary: Plaintiff filed a verified complaint against West to inspect its books and records under Section 220 of the Delaware General Corporation Law (DGCL). The Delaware Court of Chancery held in this post-trial opinion that…
Date: December 22, 2017
Docket Number: CA #2017-0088-AGB
Date: December 19, 2017
Docket Numbers: CA 11287-CB, CA #11287-CB
Date: December 18, 2017
Docket Number: CA # 12151-VCG
Date: December 11, 2017
Docket Number: CA #12742-CB
Justia Opinion Summary: The Court of Chancery dismissed Plaintiff’s complaint for failure to state a claim for relief in this action arising out of a reclassification of the shares of NRG Yield, Inc. A stockholder of the company filed this…
Date: December 8, 2017
Docket Number: 12806-VCMR
Date: December 8, 2017
Docket Number: CA #2017-0309-JRS
Date: December 7, 2017
Docket Number: 12813-VCMR
Date: December 7, 2017
Docket Number: CA No. 2017-0736-SG
Date: December 5, 2017
Docket Number: CA #12671-VCS
Date: December 5, 2017
Docket Number: CA # 2017-0518-PWG
Date: December 4, 2017
Docket Numbers: CA 12067-VCG, CA # 12067-VCG, CA #12067-VCG
Date: December 1, 2017
Docket Numbers: C.A. Nos. 12168-VCG & 12337-VCG, CA Nos. 12168-VCG & 12337-VCG
Date: November 30, 2017
Docket Number: 2017-0642-TMR
Date: November 30, 2017
Docket Number: CA #12946-VCS
Date: November 30, 2017
Docket Number: CA #2017-0129-AGB
Date: November 30, 2017
Docket Number: CA # 2017-0178-SG
Date: November 30, 2017
Docket Number: CA# 2017-0642-TMR
Date: November 29, 2017
Docket Number: CA #9809-VCS
Date: November 27, 2017
Docket Numbers: CA 11812-VCG, CA# 11812-VCG, CA # 11812-VCG
Date: November 21, 2017
Docket Number: 2017-0411-AGB
Date: November 21, 2017
Docket Number: CA #10361-MG
Date: November 21, 2017
Docket Number: CA #2017-0411-AGB
Date: November 20, 2017
Docket Number: CA # 2017-0486-SG
Date: November 17, 2017
Docket Number: CA #12624-CB
Date: November 16, 2017
Docket Number: CM #18697-N
Date: November 15, 2017
Docket Number: CA # 12151-VCG
Date: November 14, 2017
Docket Number: CA # 2017-0230-MTZ
Date: November 13, 2017
Docket Number: 7906-VCG
Date: November 13, 2017
Docket Numbers: CA 7705-VCG, CA # 7705-VCG
Date: November 3, 2017
Docket Number: 2017-0026-TMR
Date: November 2, 2017
Docket Number: 8692-VCMR
Date: November 2, 2017
Docket Number: CA #12459-VCL
Date: October 31, 2017
Docket Numbers: CA 12885-VCS, CA #12885-VCS
Date: October 27, 2017
Docket Number: CA # 11580-VCL
Date: October 25, 2017
Docket Number: CA #12579-CB
Justia Opinion Summary: The Court of Chancery granted Defendants’ motion to dismiss Plaintiff’s claims for breach of fiduciary duty, waste, and unjust enrichment and dismissed the complaint with prejudice as to the named plaintiff because the…
Date: October 19, 2017
Docket Number: CA No. 12090-VCG
Date: October 13, 2017
Docket Number: 2017-0059-TMR
Date: October 12, 2017
Docket Number: 2017-0322-SG
Date: October 12, 2017
Docket Number: CA #11363-VCS
Date: October 12, 2017
Docket Number: CA #2017-0145-JRS
Date: October 10, 2017
Docket Number: CA #2017-0145-JRS
Date: October 6, 2017
Docket Number: 11058-VCMR
Date: October 4, 2017
Docket Number: CA #12843
Justia Opinion Summary: The Court of Chancery denied the appeal of Philip Gentile from the determination that Gentile’s claim for $497,739 against Fund.com Inc. (the Company) was time-barred. After a Receiver was appointed for the Company, it…
Date: October 2, 2017
Docket Number: 12813-VCMR
Date: September 29, 2017
Docket Numbers: CA 11812-VCG, CA# 11812-VCG, CA # 11812-VCG
Date: September 29, 2017
Docket Number: CA #2017-0087-JRS
Justia Opinion Summary: Plaintiff, a stockholder of Kaazing Corporation (Defendant), filed this 8 Del. C. 220 action seeking to inspect certain books and records of Defendant. Plaintiff argued that his proper purposes seeking inspection of…
Date: September 28, 2017
Docket Number: CA#12808-VCG
Justia Opinion Summary: The Court of Chancery dismissed a case brought by Plaintiff, a stockholder in The Fresh Market, alleging a breach of fiduciary duty by the Market’s directors and that Brett Berry, a former CEO and former vice chairman of…
Date: September 22, 2017
Docket Number: CA # 2017-0237-SG
Date: September 19, 2017
Docket Number: CA #12562-VCL
Date: September 18, 2017
Docket Number: CA # 11043-MZ
Date: September 18, 2017
Docket Number: CA #12347-VCS
Date: September 15, 2017
Docket Number: CA # 8769-VCG
Date: September 13, 2017
Docket Number: CA #2017-0145-JRS
Date: September 8, 2017
Docket Number: CA #9596-MG (VCS)
Date: September 7, 2017
Docket Numbers: CA 12067-VCG, CA # 12067-VCG, CA #12067-VCG
Date: September 7, 2017
Docket Number: CA #12892-VCS
Date: September 7, 2017
Docket Number: CA #2017-0328-JTL
Date: September 1, 2017
Docket Number: 10803-VCMR
Date: August 28, 2017
Docket Number: CA # 12498-VCG
Justia Opinion Summary: Plaintiffs alleged insider-trading side deals in connection with the sale of a small aerospace manufacturing company, Kreisler, and insufficient disclosure to stockholders regarding the sales process. Before the sale,…
Date: August 25, 2017
Docket Number: CA #12825-VCS
Date: August 24, 2017
Docket Number: CA #11513-VCS
Date: August 22, 2017
Docket Number: 2017-0059-TMR
Date: August 18, 2017
Docket Number: CA #11202-VCS
Justia Opinion Summary: In this consolidated class action, former stockholders of Martha Stewart Living Omnimedia, Inc. (MSLO) brought claims against Martha Stewart, MSLO’s former controlling stockholder and namesake, for breach of fiduciary…
Date: August 18, 2017
Docket Number: CA #12286-VCL
Date: August 11, 2017
Docket Number: 12432-VCS
Date: August 8, 2017
Docket Number: CA #8508 & #9042
Date: August 4, 2017
Docket Number: CA #2017-0269-JRS
Date: August 4, 2017
Docket Number: CA #s 9700-CB, 10449-CB, 2017-0306-AGB
Date: July 31, 2017
Docket Number: CA #12977-CB
Justia Opinion Summary: Plaintiff, the owner of a commercial property, filed suit against Defendant, a special servicer that handled the default side of loan servicing for its affiliate, after Plaintiff unsuccessfully sought to purchase a loan…
Date: July 31, 2017
Docket Number: CA No. 12197-VCG (consol.)
Date: July 28, 2017
Docket Number: Consol. CA #12447-VCL
Date: July 27, 2017
Docket Number: CA #2017-0018-JRS
Date: July 26, 2017
Docket Numbers: CA 7906-VCG, CA # 7906-VCG
Date: July 25, 2017
Docket Numbers: CA 7455-CB, CA #7455-CB
Date: July 24, 2017
Docket Numbers: CA 9250-VCG, CA # 9250-VCG
Date: July 21, 2017
Docket Number: CA #8508 & #9042
Date: July 18, 2017
Docket Number: CA #7639-VCS & CA #7668-VCS
Date: July 17, 2017
Docket Number: CA # 10574-MZ
Date: July 13, 2017
Docket Number: CA # 12357-MG
Justia Opinion Summary: Petitioners sought a statutory partition of a house and lot owned by Petitioners and Respondent. Respondent objected and brought her objections as a counterclaim in which Respondent requested a private sale of the…
Date: July 11, 2017
Docket Number: 9067-VCMR
Justia Opinion Summary: The Delaware Court of Chancery granted in part a motion for summary judgment in a breach of contract dispute regarding Duffield's involvement in the design of a wastewater treatment system. The court granted the motion…
Date: July 10, 2017
Docket Number: 10007-VCG
Justia Opinion Summary: This dispute arose from the winding-down of a limited liability company formed as a real estate sales venture between two realtors. The Delaware Court of Chancery granted in part and denied in part defendants' partial…
Date: July 10, 2017
Docket Number: 12504-VCMR
Justia Opinion Summary: The Delaware Court of Chancery held that, under 8 Del. C. 202, in order for a stockholder to be bound by stock transfer restrictions that are not "noted conspicuously on the certificate or certificates representing the…
Date: July 10, 2017
Docket Number: CA # 10007-VCG
Date: July 7, 2017
Docket Number: 12293-VCMR
Justia Opinion Summary: Plaintiff loaned money to GSM Nation, LLC in a series of transactions. Plaintiff later filed a complaint against GSM Nation and others, alleging, among other claims, breach of contract for failure to repay the loans.…
Date: June 27, 2017
Docket Number: CA # 12110-VCG
Date: June 22, 2017
Docket Number: CA 10430-VCG
Justia Opinion Summary: This matter involved the use by the City of Lewes, the State, and others of a former industrial park transferred to the State and held as open space. Plaintiff brought three actions contesting that use. The only issues…
Date: June 19, 2017
Docket Numbers: CA 11189-VCG, CA #11189-VCG, CA # 11189-VCG
Date: June 16, 2017
Docket Number: 11152-VCMR
Justia Opinion Summary: Plaintiffs filed an amended stockholder derivative complaint alleging that the Qualcomm Inc. board’s knowing disregard for “red flags” resulted in violations of the Foreign Corrupt Practices Act and a U.S. Securities and…
Date: June 5, 2017
Docket Number: CA #10536-VCL
Justia Opinion Summary: Organovo Holdings, Inc. (the Company) filed suit against Georgie Dimitrov, asserting claims for, inter alia, libel, negligence, and tortious interference with prospective economic advantage. The complaint also sought an…
Date: June 1, 2017
Docket Number: CA #2017-0283-JRS
Date: May 31, 2017
Docket Number: 12105-VCMR
Justia Opinion Summary: At dispute in this case was whether Plaintiff, a preferred stockholder of Federal National Mortgage Association (Fannie Mae), had a right to inspect Fannie Mae’s books and records. The Court of Chancery granted Fannie…
Date: May 31, 2017
Docket Number: 12721-VCMR, 12734-VCMR
Date: May 31, 2017
Docket Number: CA # 11418-VCG
Date: May 26, 2017
Docket Number: 12436-VCMR
Date: May 24, 2017
Docket Number: CA 10847-VCL
Justia Opinion Summary: Plaintiffs in this case were residents of Red Clay who were unable to access the polls during a special election held by Red Clay Consolidated School District in February 2015. In the election, residents were asked to…
Date: May 23, 2017
Docket Number: CA #12886-CB
Justia Opinion Summary: United BioSource LLC (UBC) and Bracket Holding Corp. entered into a securities purchase agreement (SPA) pursuant to which Bracket purchased all equity interests and ownership interests in three subsidiaries of UBC,…
Date: May 22, 2017
Docket Numbers: CA 8861-MA, CA # 8861-MA
Date: May 17, 2017
Docket Number: CA #7639-VCS and CA #7668-VCS
Date: May 16, 2017
Docket Number: C.A. No. 11646-MA
Date: May 10, 2017
Docket Number: CA # 12140-MZ
Date: May 5, 2017
Docket Number: CA # 12458-MZ
Date: May 4, 2017
Docket Number: CA #5430-CB
Justia Opinion Summary: The operative complaint in this case stemmed from the 2010 explosion that occurred at Massey Energy Company’s Upper Big Branch coal mine in West Virginia and asserted two claims against fourteen former Massey directors…
Date: May 3, 2017
Docket Number: CA #12648-VCS
Date: April 28, 2017
Docket Number: CA # 10154-VCG
Date: April 24, 2017
Docket Number: CA #12108-VCL
Date: April 21, 2017
Docket Number: CA # 10562-MA
Date: April 21, 2017
Docket Number: CA # 9404-MA
Date: April 19, 2017
Docket Number: 11965-VCMR
Date: April 19, 2017
Docket Number: CA 12587-MA
Date: April 18, 2017
Docket Numbers: CA 11000-VCG, CA # 11000-VCG
Date: April 17, 2017
Docket Number: CA # 12387-VCG
Date: April 17, 2017
Docket Number: CA #2017-0070-AGB
Justia Opinion Summary: T.J. Rodgers served on Cypress Semiconductor Corporation a demand to inspect certain books and records under 8 Del. C. 220. Rodgers founded Cypress, served as its president and CEO for thirty-four years, and beneficially…
Date: April 13, 2017
Docket Number: CA #10499-CB
Date: April 12, 2017
Docket Number: CA # 11875-MA
Date: April 11, 2017
Docket Numbers: CA 10697-VCS, CA #10697-VCS
Date: April 11, 2017
Docket Numbers: CA 11287-CB, CA #11287-CB
Date: April 5, 2017
Docket Numbers: CA 12327-VCS, CA #12327-VCS
Date: March 31, 2017
Docket Numbers: CA 10697-VCS, CA #10697-VCS
Date: March 30, 2017
Docket Numbers: CA 12447-VCL, CA #12447-VCL, C.A. #12447-VCL
Date: March 30, 2017
Docket Numbers: CA 8520-VCG, CA # 8520-VCG
Date: March 29, 2017
Docket Numbers: CA 12067-VCG, CA # 12067-VCG, CA #12067-VCG
Date: March 28, 2017
Docket Numbers: CA 11356-MA, CA # 11356-MA
Date: March 28, 2017
Docket Numbers: CA 9596-MA, CA # 9596-MA
Date: March 23, 2017
Docket Numbers: CA 9861-VCS, CA #9861-VCS
Date: March 22, 2017
Docket Numbers: CA 2017-0157-AGB, CA # 2017-0157-AGB
Date: March 22, 2017
Docket Numbers: CA 9861-VCS, CA #9861-VCS
Date: March 15, 2017
Docket Numbers: CA 10537-CB, CA #10537-CB
Date: March 13, 2017
Docket Number: Consol. CA #12447-VCL
Date: March 8, 2017
Docket Numbers: CA 9700-CB, CA 9661-CB, CA 9686-CB, CA 10449-CB, CA 's 9700-CB
Date: March 6, 2017
Docket Numbers: CA 12591-VCS, CA #12591-VCS
Date: March 3, 2017
Docket Numbers: CA 11189-VCG, CA #11189-VCG, CA # 11189-VCG
Date: March 2, 2017
Docket Number: 12647-VCMR
Date: March 2, 2017
Docket Numbers: CA 10223-MA, CA #10223-MA
Date: March 2, 2017
Docket Number: CM 12647-VR
Date: March 1, 2017
Docket Numbers: CA 12197-VCG, CA # 12197-VCG
Date: February 27, 2017
Docket Numbers: CA 12048-MA, CA # 12048-MA
Date: February 27, 2017
Docket Numbers: CA 12931-VCG, CA #12931-VCG
Date: February 27, 2017
Docket Numbers: CA 8432-VCL, CA #8432-VCL
Date: February 24, 2017
Docket Number: CA 12081-MA
Date: February 23, 2017
Docket Numbers: CA 12533-VCG, CA # 12533-VCG
Date: February 23, 2017
Docket Numbers: CA 12885-VCS, CA #12885-VCS
Date: February 22, 2017
Docket Number: 11800-VCMR
Date: February 22, 2017
Docket Number: CM 11800-VR
Date: February 21, 2017
Docket Numbers: CA 12369-VCL, CA #12369-VCL
Date: February 15, 2017
Docket Numbers: CA 9079-VCL, CA 8703-VCL, CA #8703-VCL
Date: February 13, 2017
Docket Numbers: CA 12719-VCL, CA #12719-VCL
Date: February 2, 2017
Docket Number: CA 12920-VCS
Justia Opinion Summary: Plaintiffs brought this action to obtain advancement of legal fees to which they were allegedly entitled pursuant to an LLC agreement of Empire Merchants, LLC. Plaintiffs were defendants in a separate action brought by…
Date: February 1, 2017
Docket Numbers: CA 9431-VCS, CA #9431-VCS
Date: January 31, 2017
Docket Number: CA 10513-VCL
Justia Opinion Summary: The three underlying legal actions, involving breach of contract, breach of fiduciary duty, stock valuation, bankruptcy, and appeals, took place in Illinois. Plaintiffs, including attorneys involved in the underlying…
Date: January 31, 2017
Docket Number: CA 11733-VCG
Justia Opinion Summary: A 16-count complaint alleged conspiracy to funnel valuable pharmaceutical interests away from an entity in which the Plaintiff, CelestialRX, LLC, is a member. The claims include allegedly improper self-dealing by two…
Date: January 30, 2017
Docket Number: CA 11388-VCG
Justia Opinion Summary: IBM's proposed purchase of Merge Healthcare was supported by a vote of close to 80% of Merge stockholders. Former Merge stockholders sought post-closing damages against the company’s directors for what they alleged was…
Date: January 24, 2017
Docket Number: CA 10361-MA
Date: January 24, 2017
Docket Numbers: CA 12038-VCG, CA # 12038-VCG
Date: January 19, 2017
Docket Number: 11816-VCMR
Date: January 19, 2017
Docket Numbers: CA 12290-VCS, CA #12290-VCS
Date: January 19, 2017
Docket Number: CA 9541-VCL
Justia Opinion Summary: This appeal concerned the 2015 annual meeting of stockholders held by Preferred Communications Systems, Inc. (PCSI). In advance of the meeting, five members of the Preferred Investors Association (the Association) signed…
Date: January 19, 2017
Docket Number: CM 11816-VR
Date: January 12, 2017
Docket Number: CA 12358-VCG
Justia Opinion Summary: Plaintiff brought this action opposing the use of portions of a former industrial park in the City of Lewes, now owned by the state. This action involved a lease of a portion of that property to the City and a sublease…
Date: January 10, 2017
Docket Numbers: CA 9878-VCL, CA #9878-VCL
Date: January 9, 2017
Docket Number: CA Nos. 8508-VCL & 9042-VCL
Date: January 9, 2017
Docket Numbers: CA s 8508-VCL, CA 9042-VCL
Date: January 6, 2017
Docket Number: CA 11887-MA
Date: January 5, 2017
Docket Numbers: CA 11524-CB, CA #11524-CB
Date: January 4, 2017
Docket Number: CM 11619-VR
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