• Tornetta v. Musk

    Publication Date: 2024-12-17
    Practice Area: Corporate Governance
    Industry: Automotive | Manufacturing
    Court: Court of Chancery
    Judge: Chancellor McCormick
    Attorneys: For plaintiff: Gregory V. Varallo, Daniel E. Meyer, Bernstein Litowitz Berger & Grossmann LLP, Wilmington, DE; Jeroen van Kwawegen, Margaret Sanborn-Lowing, Bernstein Litowitz Berger & Grossmann LLP, New York, NY; Peter B. Andrews, Craig J. Springer, David M. Sborz, Jackson E. Warren, Andrews & Springer LLC, Wilmington, DE; Jeremy S. Friedman, Spencer M. Oster, David F.E. Tejtel, Friedman Oster & Tejtel PLLC; Bedford Hills, New York for plaintiff.
    for defendant: David E. Ross, Garrett B. Moritz, Thomas C. Mandracchia, Ross Aronstam & Moritz LLP, Wilmington, DE; Michael A. Barlow, Quinn Emanuel Urquhart & Sullivan, LLP, Wilmington, DE; Alex B. Spiro, Christopher D. Kercher, Jonathan E. Feder, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY; Kathleen M. Sullivan, Quinn Emanuel Urquhart & Sullivan, LLP, Los Angeles, CA; Daniel Slifkin, Vanessa A. Lavely, Cravath, Swaine & Moore LLP, New York, NY; Catherine A. Gaul, Randall J. Teti, Ashby & Geddes, P.A., Wilmington, DE; John L. Reed, Ronald N. Brown, III, Caleb G. Johnson, Daniel P. Klusman, DLA Piper LLP (US), Wilmington, DE; William M. Lafferty, Susan W. Waesco, Ryan D. Stottmann, Miranda N. Gilbert, Jacob M. Perrone, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Rudolf Koch, John D. Hendershot, Kevin M. Gallagher, Andrew L. Milam, Richards, Layton & Finger, P.A., Wilmington, DE; Brian T. Frawley, Matthew A. Schwartz, Sullivan & Cromwell LLP, New York, NY; A. Thompson Bayliss, Adam K. Schulman, Eliezer Y. Feinstein, Abrams & Bayliss LLP, Wilmington, DE; Kristen R. Seeger, John M. Skakun III, Elizabeth Y. Austin, Sidley Austin LLP, Chicago, IL for defendants.

    Case Number: 2018-0408-KSJM

    Court rejected board's post-trial efforts to obtain stockholder "ratification" of executive compensation award that failed to meet entire fairness standard where ratification was an affirmative defense required to be raised before the close of trial and where material misstatements and omissions in proxy materials meant the vote alone could not ratify a conflicted controller driven award.

  • August 26, 2024 | New York Law Journal

    Rising Star: Charlotte Newell

    Charlotte K. Newell is a partner at Sidley Austin. Her practice focuses on securities and shareholder litigation and corporate governance groups.

    2 minute read

  • XRI Inv. Holdings LLC v. Holifield

    Publication Date: 2024-08-06
    Practice Area: Corporate Governance
    Industry: Energy | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Eric A. Veres, Abrams & Bayliss LLP, Wilmington, DE; Angela C. Zambrano, Yolanda Cornejo Garcia, Margaret Hope Allen, Sidley Austin LLP, Dallas, TX; Robin Wechkin, Sidley Austin LLP, Issaquah, WA for plaintiff.
    for defendant: Michael W. McDermott, Richard I. G. Jones, Jr., David B. Anthony, Zachary J. Schnapp, Berger McDermott LLP, Wilmington, DE for defendants.

    Case Number: 2021-0619-JTL

    Breach of LLC agreement's no-transfer provision was willful where member was charged with knowledge of the provision and knew that transferring his units was a critical part of a loan transaction he was attempting to close, as the member merely reasonably believed that the LLC would not object to the transaction.

  • In re Hennessy Capital Acquisition Corp. IV Stockholder Litig.

    Publication Date: 2024-06-18
    Practice Area: Mergers and Acquisitions
    Industry: Automotive | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: P. Bradford deLeeuw, deLeeuw Law LLC, Wilmington, DE; Robert C. Schubert, Willem F. Jonckheer, Schubert Jonckheer & Kolbe LLP, San Francisco, CA for plaintiff.
    for defendant: Kevin R. Shannon, Christopher N. Kelly, Daniel M. Rusk IV, Potter Anderson & Corroon LLP, Wilmington, DE; James W. Ducayet, Heather Benzmiller Sultanian, Thomas H. Collier, Sidley Austin LLP, Chicago, IL for defendants.

    Case Number: 2022-0571-LWW

    Breach of fiduciary duty claims arising from de-SPAC transaction dismissed where claims were based on post-merger developments and thus there was no evidence that defendants failed to disclose material information to public stockholders considering redemption or investment.

  • January 23, 2024 | Pro Mid Market

    Litigation, IP Headlined Big Law Poaching by Midsize Firms in 2023

    Rate flexibility and client conflicts drove Big Law attorneys to smaller firms in 2023, leading to gains for Munsch Hardt Kopf & Harr in Texas, Stoel Rives in Oregon and Potter Anderson & Corroon in Delaware.

    6 minute read

  • August 17, 2023 | Delaware Business Court Insider

    'Just Does Not Want to Pay': Attorneys for Ex-Twitter CLO Call Out Elon Musk in $1.1M Billing Dispute

    Lawyers for ex-Twitter CLO Vijaya Gadde blasted the platform and its new owner for failing "Although Twitter would like to pretend it is a party that dutifully pays its contractual obligations as they come due, it is in fact perpetually delinquent and is gaining a well-earned reputation for shirking its commitments,"

    4 minute read

  • August 17, 2023 | Corporate Counsel

    Attorneys for Ex-Twitter CLO Call Out Elon Musk in Billing Dispute

    Lawyers for ex-Twitter CLO Vijaya Gadde blasted the platform and its new owner for failing "Although Twitter would like to pretend it is a party that dutifully pays its contractual obligations as they come due, it is in fact perpetually delinquent and is gaining a well-earned reputation for shirking its commitments,"

    4 minute read

  • July 26, 2023 | Corporate Counsel

    'Patently Unreasonable': Twitter Blasts Vijaya Gadde's $1.1M Legal-Fee-Reimbursement Request

    Twitter rapped its former legal chief for enlisting eight Sidley Austin professionals—five partners, two associates and a policy adviser—in connection with her one-day appearance before a House committee. "This is not a case of mere duplication of effort," its filing said. "This is a case of quadruplication of effort."

    6 minute read

  • May 31, 2023 | Corporate Counsel

    Corporate Officers' Role in Corporate Governance: What Officers Need to Know

    The recent Delaware Court of Chancery decision, In re McDonald's Corporate Stockholder Derivative Litigation is a reminder of corporate officer duties and the vital role that corporate officers play in corporate governance, at both publicly and privately held corporations.

    6 minute read

  • May 19, 2023 | Delaware Business Court Insider

    Latham Defends Oracle's $9.3B NetSuite Deal In Chancery Court Trial

    Peter Wald, Blair Connelly and their team at Latham & Watkins defended Oracle founder Larry Ellison and co-CEO Safra Catz from shareholder derivative claims stemming from Ellison's position as a major stakeholder at both companies.

    13 minute read