IRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Yield, Inc. v. Crane: Court of Chancery Suggests Dual Class Reclassification Confers Unique Benefit on ControllerIRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Y
In IRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Yield, Inc. v. Crane, 2017 WL 6335912 (Del. Ch. Dec. 11, 2017), as revised (Jan. 26, 2018), the Court of Chancery granted the defendants’ motion to dismiss breach of fiduciary duty claims against NRG Energy, Inc. (“NRG”), the controlling stockholder of NRG…
In re Investors Bancorp, Inc. Shareholder Litigation: Stockholder Ratification of Equity Incentive Plan Does Not Foreclose Fiduciary Review of Discretionary Grants under the Plan
In In re Investors Bancorp, Inc. Shareholder Litigation, 2017 WL 6374741 (Del. Dec. 13, 2017, revised Dec. 19, 2017), the Delaware Supreme Court recently considered “the limits of the stockholder ratification defense” in actions challenging directors’ compensation where stockholders have approved the compensation plan, and the Court provided guidance regarding when that defense may apply…
In re Massey Energy Co. Derivative & Class Action Litigation; Sciabacucchi v. Liberty Broadband Corp.; Lavin v. West Corp.: Recent Court of Chancery Decisions Define Limitations of Corwin Defense
Since the Delaware Supreme Court decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), the Delaware courts have grappled with the effect of the so-called Corwin defense (i.e., that fully informed, uncoerced approval of a transaction by the disinterested stockholders will restore business judgment review) in a variety of different circumstances.…
Oklahoma Firefighters Pension & Retirement System v. Corbat: Court of Chancery Highlights Difficulty of Successfully Alleging Caremark Claims
In Oklahoma Firefighters Pension & Retirement System v. Corbat, 2017 WL 5484125 (Del. Ch. Nov. 15, 2017), the Delaware Court of Chancery dismissed a claim against current and former directors of Citigroup, Inc. for failing to exercise appropriate oversight with regard to the corporation’s operations, which allegedly resulted in violations of law by employees and large…
Chicago Bridge & Iron Co. N.V. v. Westinghouse Elec. Co.: Delaware Supreme Court Reverses Trial Court Decision Construing Post-Purchase Adjustment Provision
In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co., 166 A.3d 912 (Del. 2017), the Delaware Supreme Court reversed the Delaware Court of Chancery’s grant of judgment on the pleadings. The Court of Chancery had held that a dispute over a post-closing purchase price adjustment under the terms of a purchase agreement was to…
California State Teachers’ Retirement System v. Alvarez: Delaware Supreme Court Finds Dismissal of Derivative Action for Failure to Plead Demand Futility Ordinarily Has Preclusive Effect on Other Derivative Plaintiffs
In California State Teachers’ Retirement System v. Alvarez, — A.3d —, 2018 WL 547768 (Del. Jan. 25, 2018), the Delaware Supreme Court declined to adopt a proposed rule from the Court of Chancery that, as a matter of due process, a judgment in a derivative action cannot bind a corporation or other stockholders until the suit…
Chief Judge Stark Denies Motion to Dismiss Hatch-Waxman Complaint
In Insys Therapeutics, Inc. v. Alkem Laboratories Ltd., No. 17-1419-LPS (D. Del. Jan. 23, 2018), Chief Judge Stark denied the defendants’ motion to dismiss the complaint for lack of subject matter jurisdiction and for failure to state a claim. The defendants, Alkem Laboratories Ltd. and S&B Pharma, Inc. (together, “Alkem”), argued that the plaintiffs, Insys Therapeutics…
Magistrate Judge Burke Recommends Granting Motion to Dismiss with Prejudice
In Amgen Inc. v. Coherus Biosciences Inc., No. 17-546-LPS-CJB (D. Del. Dec. 7, 2017), Magistrate Judge Burke recommended that the Court grant with prejudice Coherus Biosciences Inc.’s motion to dismiss for failure to state a claim. The plaintiff, Amgen Inc., had accused Coherus’ manufacturing process of infringing the asserted patent, all the claims of which included…
Magistrate Judge Burke Recommends Dismissal of Indirect and Willful Infringement Claims
In Valmont Industries, Inc. v. Lindsay Corp., No. 15-042-LPS-CJB (D. Del. Jan. 22, 2018), Magistrate Judge Burke recommended that the Court grant in part Lindsay Corp.’s motion to dismiss the direct, induced, contributory, and willful infringement claims of Valmont Industries, Inc.’s amended complaint. Although Valmont accused of infringement the combination of devices such as a tablet…
Judge Burke Denies Motion to Transfer
In Genedics, LLC v. Meta Company, No. 17-1062-CJB (D. Del. Jan. 8, 2018), Magistrate Judge Burke denied Meta Company’s motion to transfer this case to the Northern District of California on grounds of convenience. Genedics, LLC (a Massachusetts company with its principal place of business in that state) accused Meta (a Delaware corporation with offices only…
