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Shearman & Sterling LLP | USA | 10 May 2021
Just deserts…Delaware Court of Chancery orders closing of cake supplier acquisition
On April 30, 2021, then-Vice Chancellor Kathaleen McCormick of the Delaware Court of Chancery struck a "victory for deal certainty" in Snow Phipps…
Reed Smith LLP | USA | 5 May 2021
Delaware Court of Chancery denies motion to dismiss despite mandatory New York forum selection clause
In Seokoh, Inc. v. Lard-PT, LLC, the Delaware Court of Chancery retained jurisdiction over a contract dispute and dissolution claim involving a…
Reed Smith LLP | USA | 5 May 2021
Delaware Court of Chancery finds implied covenant inferred from express contract terms
In the Delaware Court of Chancery’s recent decision, Slingshot Technologies, LLC v. Acacia Research Corp., C.A. No. 2019-0722-JTL (Del. Ch. Mar. 29…
K&L Gates LLP | USA | 5 May 2021
If a Contract Claim Walks and Talks like a Contract Claim, It is a Contract Claim
In Transdev on Demand, Inc. v. Blackstreet Investment Holdings, LLC, C.A. No. 2019-0912-SG (Del. Ch. 2020), the Delaware Court of Chancery granted in…
Reed Smith LLP | USA | 5 May 2021
Delaware Supreme Court affirms denial of advancement to officer on capacity grounds
In Brick v. The Retrofit Source, LLC, No. 311, 2020 (Del. Mar. 26, 2021) (Order), the Delaware Supreme Court recently affirmed the Court of…
Kramer Levin Naftalis & Frankel LLP | USA | 5 May 2021
California Federal Court Enforces Delaware Forum Bylaw and Dismisses Derivative Shareholder Suit Including Exchange Act Proxy Claims
We have discussed in previous alerts a spate of shareholder lawsuits alleging corporate fiduciary breaches and securities law violations tied to the…
K&L Gates LLP | USA | 4 May 2021
Chancery Court Sustains Derivative Action Alleging Caremark Claims
In Teamsters Local 443 Health Services & Insurance Plan, et al. V. John G. Chou, et al., C.A. No. 2019-0816-SG (Del. Ch. August 24, 2020), the…
Sidley Austin LLP | USA | 3 May 2021
“Chalking Up a Victory for Deal Certainty,” Delaware Court of Chancery Orders That Contested Merger Close
Last Friday, soon-to-be Chancellor McCormick issued a decision in Snow Phipps Group, LLC v. KCake Acquisition, Inc. that ordered the defendant buyers…
Sidley Austin LLP | USA | 3 May 2021
“Chalking Up a Victory for Deal Certainty,” Delaware Court of Chancery Orders That Contested Merger Close
Last Friday, soon-to-be Chancellor McCormick issued a decision in Snow Phipps Group, LLC v. KCake Acquisition, Inc. that ordered the defendant buyers…
Proskauer Rose LLP | USA | 29 Apr 2021
Another Diversity Suit Tossed on Forum Selection Grounds
This week, another shareholder derivative suit was dismissed based on a forum selection clause contained in the company’s bylaws. In November 2020, a…
