• 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.

  • September 17, 2024 | The American Lawyer

    Deal Watch: Midmarket Private Equity Activity Helps Fuel Law Firm Demand

    The lack of big PE deals has been a damper on overall deal activity while midmarket work has picked up some of the slack. That may change soon.

    8 minute read

  • May 17, 2024 | Litigation Daily

    This Week's Litigator of the Week Runners-Up and Shout Outs

    This week's runners-up include litgators at Paul Weiss, Proskauer Rose, Ropes & Gray and White & Case.

    7 minute read

  • April 25, 2024 | Texas Lawyer

    Longtime Paris-Based McDermott Partner Joins Rimon in Texas

    "Texas is the place to be," said Nicolas Lafont, the latest Rimon lateral hire to cite the firm's rate flexibility as a key reason for his move.

    3 minute read

  • April 25, 2024 | National Law Journal

    Longtime France-Based McDermott Partner Joins Rimon in Texas

    "Texas is the place to be," said Nicolas Lafont, the latest Rimon lateral hire to cite the firm's rate flexibility as a key reason for his move.

    3 minute read

  • April 8, 2024 | The American Lawyer

    Deal Watch: Kirkland, Simpson, Latham, Cravath Lead $13B Endeavor Buy

    At least nine large law firms got a share of the work from Silver Lake's buy of Endeavor Group. The deal is another example of megadeals that are in bloom this year.

    9 minute read

  • March 4, 2024 | Delaware Business Court Insider

    Tesla Shareholder Attorneys Ask for $5.6B in Stock to Cover Fees, in Record Request

    Bernstein Litowitz Berger & Grossmann, Friedman Oster & Tejtel and Andrews & Springer attorneys stressed they're seeking only a fraction of what Delaware law would allow.

    5 minute read

  • January 30, 2024 | Delaware Business Court Insider

    Tesla Shareholder Wins Challenge to Elon Musk's Tesla Comp Package

    Chancellor Kathaleen McCormick concluded Musk was a controller of Tesla under Delaware law, putting the burden of entire fairness on his defense team from Cravath, Swain & Moore and Ross Aronstam & Moritz.

    3 minute read

  • July 19, 2023 | New York Law Journal

    Tesla Board Agrees to $735 Million Settlement in Shareholder Lawsuit Over Director Compensation

    Shareholders alleged that current and former members of the board grossly overpaid themselves between 2017 and 2020.

    2 minute read

  • In re Tesla Motors, Inc. Stockholder Litig.

    Publication Date: 2023-06-20
    Practice Area: Mergers and Acquisitions
    Industry: Automotive | Energy | Investments and Investment Advisory
    Court: Delaware Supreme Court
    Judge: Justice Valihura
    Attorneys: For plaintiff: Jay W. Eisenhofer, Christine M. Mackintosh, Kelly L. Tucker, Vivek Upadhya, Grant & Eisenhofer P.A., Wilmington, DE; Michael Hanrahan, Kevin H. Davenport, Samuel L. Closic, Prickett, Jones & Elliott, P.A., Wilmington, DE; Daniel L. Berger, Grant & Eisenhofer P.A., New York, NY; Lee D. Rudy, Eric L. Zagar, Justice O. Reliford, Matthew Benedict, Kessler Topaz Meltzer & Check, LLP, Radnor, PA; Randall J. Baron, David T. Wissbroecker, Robbins Gellar Rudman & Dowd LLP, San Diego, CA for appellants.
    for defendant: David E. Ross, Garrett B. Moritz, Ross Aronstam & Moritz LLP, Wilmington, DE; Evan R. Chesler, Daniel Slifkin, Vanessa A. Lavely, Cravath, Swaine & Moore LLP, New York, NY for appellee.

    Case Number: 181, 2022

    Chancery court correctly found acquisition of company partially owned by controlling stockholder was entirely fair where stockholder recused himself from shareholder vote, the board operated independently, and evidence demonstrated that the acquired company had value from long-term cash flows and was not worthless due to being insolvent.