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Another “well-pled” caremark claim survives a motion to dismiss

USA - December 24 2019 In a recent decision, In Re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS, 2019 WL 4850188 (Del. Ch. Oct. 1, 2019), the...

Sara Kirkpatrick.

Another “Well-Pled” Caremark Claim Survives A Motion To Dismiss: Lessons From Recent Cases On Risk Management, Compliance Systems, And Fiduciary Duties

USA - November 19 2019 In a recent decision, In Re Clovis Oncology, Inc. Derivative Litigation, 1 the Delaware Court of Chancery held that stockholders of Clovis Oncology...

Sara Kirkpatrick.

Termination Fee is Not Exclusive Remedy for Breach of No-Shop

USA - October 17 2019 On September 9, 2019, the Delaware Court of Chancery held that Genuine Parts Company (“GPC”) adequately pled facts that supported a pleading stage...

Sara Kirkpatrick.

Delaware Court of Chancery applies entire fairness review in finding that controlling stockholders and Special Committee members breached fiduciary duties to target stockholders

USA - September 4 2019 In FrontFour Capital Group LLC v. Taube, C.A. No. 2019-0100-KSJM (Del. Ch. Mar. 11, 2019), the Delaware Court of Chancery found that, due to their...

Frank Mazzucco.

Delaware Chancery Court Makes Groundbreaking “Material Adverse Effect” Finding Allowing Buyer to Terminate Merger Agreement

USA - October 11 2018 In a landmark decision, a Delaware court has, for what is widely believed to be the first time ever, found that a material adverse effect actually...

Mark L. Hammes, Rick Giovannelli, Peter N. Flocos.