Author Archives: Kate Tuoni

The Materiality of Opinions: Appel v. Berkman

Colleen Degnan In Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) (hereinafter “Appel”), the Delaware Supreme Court reversed the Delaware Court of Chancery’s dismissal of a stockholder challenge to a two-step merger transaction. Plaintiff stockholders challenged the merger, … Continue reading

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The Most Difficult Theory to Prove, Remains Unproven: Don’t Bypass the Board of Directors

Adesola Adegbesan In City of Birmingham Ret. & Relief Sys. v. Good, No. 16, 2017, (Del. Dec. 15, 2017), the Delaware Supreme Court affirmed the Delaware Court of Chancery’s decision dismissing shareholder’s derivative complaint and finding that (1) Duke Energy … Continue reading

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The Deal Price Matters: Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et. al

Jill Dolan In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., No. 565, 2016, (Del. Dec. 14, 2017), the Delaware Supreme Court reversed the Court of Chancery’s appraisal valuation of Dell, Inc. (“Dell”) and remanded for … Continue reading

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Plaintiff’s Counsel Learned a Lesson

Amanda Fedak Section 220 of the Delaware General Corporation Law, the right to demand an inspection of books and records, has a long and robust jurisprudence that has been the foundation for countless shareholder derivative suits. In Wilkinson v. A. … Continue reading

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Break up The Deadlock or Break up Entirely—Judicial Dissolution in Cases of Deadlock

Andrew Ralli In the context of judicial dissolution, deadlock refers to the inability to make decisions and take action, such as when two fifty-percent owners disagree as to the management of the company and the operating agreement requires a majority … Continue reading

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Patent Venue After TC Heartland: Finding Meaning in “Regular and Established Place of Business”

Breana Barker In TC Heartland LLC, v. Kraft Foods Group Brands LLC, the United States Supreme Court held that the controlling language for determining proper venue for patent infringement is solely in 28 U.S.C. 1400(b). The statute states, “[a]ny civil … Continue reading

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