Top Matches 1 – 10 of 879:
Xu Hong Bin v. Heckmann Corporation, C.A. No. 4802-CC (Del. Ch. Jan. 8, 2010) (Chandler, C.)
... C.) In this letter opinion, Chancellor Chandler denied a plaintiff’s motion for summary judgment seeking advancement ... previously dismissed Count III for failure to state a claim. The Court first considered which organizational documents ...
General Video Corporation v. Kertesz, C.A. No. 1922 (Del. Ch., Dec. 17, 2008) (V.C. Lamb)
... corporate opportunity claims, asserted against a former officer and director of a corporation and a former attorney of the ... corporate opportunity claims. The Court held that when a corporation is irremediably insolvent, the corporate opportunity doctrine ...
Totta v. CCSB Fin. Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022) (McCormick, C.)
... and Court review, the Court made clear that a provision in a corporation’s certificate of incorporation cannot ... nbsp; The Court held more broadly that, in general, a corporate certificate of incorporation cannot displace traditional fiduciary ...
Underbrink v. Warrior Energy Servs. Corp., C.A. No. 2982-VCP (Del. Ch. May 30, 2008) (Parsons, V.C.)
... the corporation were insufficient. Plaintiffs’ undertakings contained a limitation that they would not repay amounts advanced ... such claims. The Court disagreed, noting that such a holding would effectively reward Warrior for pressing counterclaims ...
... “Charter”) authorized Common Stock, Series A Preferred Stock (“Series A” and together with the Series B, & ... argument that the Automatic Conversion and Charter Amendment violated a voting agreement between MGC and certain of the MGC ...
Cline v. Grelock, et al., C.A. No. 4046-VCN (Del. Ch. March 2, 2010)
... in, and wrongful dissolution of, American Asset Recovery, LLC, a Delaware limited liability company (the “Company”), because ... his lack of capital contribution, Cline was treated as a member of the Company throughout its existence. The ...
Young v. Sunrise Senior Living, Inc., C.A. No. 2770-VCL (Del. Ch. Apr. 25, 2008)
... their motion to dismiss. Defendants responded to a derivative complaint with a motion to dismiss pursuant to Court of ... rsquo; contention as inconsistent with any fair reading because (a) the previously cited excerpts clearly demonstrated that the ...
CML V, LLC v. Bax, C.A. No. 5373-VCL (Del. Ch. Nov. 3, 2010)
... of the alternative entity derivative standing provisions suggest a conscious decision to make the alternative entity derivative ... LP Act’s derivative standing provisions suggests a conscious intent to make statutory standing exclusive. Last, ...
A Deeper Dive — Case Law Matters: Identifying and Dealing with Controlling Stockholders
... . Their conversation delves into the determination of whether a control group exists, considerations around trading process for ... nbsp; MFW decision, key differences in negotiating with a controller stockholder, and more. To view the video ...
Pfeffer v. Toll, C.A. No. 4140-VCL (Del. Ch. Mar. 3, 2010) (Laster, V.C.).
... loyalty by insider trading. Pleading a Brophy claim requires allegations that a) a corporate fiduciary possessed material, nonpublic ... information about the corporation and b) a corporate fiduciary improperly used that information by trading ...