In Sciabacucchi v. Salzberg, the Delaware Courtof Chancery struck down provisions in the certificateof incorporation of three defendant corporationspurporting to require any claim under the SecuritiesAct of 1933 (1933 Act) to be filed in the federaldistrict courts of the United States of America. Theopinion is relevant not only for its key holding butalso for the Court’s…

In In re PLX Technology Inc. StockholdersLitigation, the Delaware Court of Chancery foundthat the directors of PLX Technology, Inc. (PLX), inapproving the company’s sale to Avago Technologies(Avago), breached their duty of disclosure as wellas their so-called Revlon duties to establish a processdesigned to seek the best transaction reasonablyavailable. Interestingly, the breach associated with thesales process…

The Delaware Court of Chancery, in Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), has declared “ineffective and invalid” provisions in three corporations’ certificates of incorporation that purported “to require any claim under the Securities Act of 1933 to be brought in federal court” (the “Federal Forum Provisions”). Ruling on cross-motions for summary…

Trade secret claims commonly involve large-scale litigation with millions of dollars at stake. Heightened competition and increased employee mobility in certain industries have resulted in an explosion of trade secret litigation in recent years. See Bradford K. Newman, “Protecting Trade Secrets,” 17 Bus. L. Today, Nov./Dec. 2007. It is expected that trade secret cases will…

In the recent Investors Bancorp case, the Delaware Supreme Court clarified that advance stockholder approval of a compensation plan may only “ratify” future grants if the plan is self-executing, i.e., it left the board with no discretion, and enumerated specific grants or a formula for calculating specific grants. The authors discuss the case and, in…

The Delaware Court of Chancery’s opinion in Akorn, Inc.v. Fresenius Kabi AG constitutes what is believed to bethe first decision of a Delaware court permitting a buyerto terminate a merger agreement due to the occurrence ofa material adverse effect. While the headline holding issignificant in and of itself, the Court’s analysis is groundin existing Delaware…

In the third quarter of 2018, the Delaware Superior Court’s Complex Commercial Litigation Division (“CCLD”) presided over a jury trial for a breach of the covenant of good faith and fair dealing, approved an application for attorneys’ fees, and resolved a number of motions to dismiss.

In Coit Capital Securities, LLC v. Turbine Asset Holdings, LLC, et. al., C.A. No. N17C-05-020 PRW CCLD, Judge Wallace considered several motions to dismiss the claims brought by plaintiff Coit Capital Securities, LLC (“Coit”). Ultimately, Judge Wallace resolved four motions to dismiss brought by the defendants Turbine Asset Holdings, LLC (“TAH”), Turbine Asset Holdings Group (“TAH…

In Bellmoff v. Integra Services Technologies, Inc., C.A. No. N17C-10-312 PRW CCLD, Judge Wallace granted the plaintiffs’ request for attorneys’ fees. The issue arose from an underlying contract dispute previously resolved by Judge Wallace involving a share purchase agreement. In the underlying dispute, Judge Wallace granted a motion for judgment on the pleadings in favor of…

In KT4 Partners LLC v. Palantir Technologies, Inc., 2018 WL 4033767 (Del. Super. Ct. Aug. 22, 2018), Judge Davis denied the defendants’ motions to dismiss, finding that the plaintiffs alleged viable claims for tortious interference with prospective economic advantage and civil conspiracy. The plaintiffs, shareholders of defendant Palantir Technologies, Inc., initiated this action alleging that Palantir’s…