Delaware court permits shareholder damages suit against Novell Inc. board to continue *

USA - January 10 2013
In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc…

Co-authors: Herbert F. Kozlov.

NY appeals court adopts Delaware standard for determining the difference between direct and derivative claims *

USA - August 8 2012
In a case of first impression in New York, the Appellate Division, First Department, has adopted the test the Delaware Supreme Court developed in Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1039 (Del 2004) for determining the difference between a “derivative” claim and a “direct” claim in shareholder derivative lawsuits.

Co-authors: Herbert F. Kozlov.

Delaware Supreme Court holds corporation to be without injury and without a claim in breach of contract case resulting from merger agreement *

USA - February 19 2010
The Delaware Supreme Court held in HLSP Holdings Corp. v. Fortune Management Inc., No. 374, 2009, 2010 WL 528470 (Del. Feb. 15, 2010), that shareholders of a corporation, not the corporation itself, suffered any injury caused by Fortune Management Inc. ("Fortune"), when Fortune failed to timely register stock it agreed to transfer to HLSP Holdings Corp. ("HLSP") shareholders pursuant to a merger agreement.

Co-authors: Othiamba N. Lovelace, Herbert F. Kozlov.