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In re TransPerfect Global, Inc.

Publication Date: 2024-07-02
Practice Area: Corporate Governance
Industry: Legal Services | Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Jeremy D. Eicher, Eicher Law LLC, Wilmington, DE; Frank E. Noyes, II, Offit Kurman, P.A., Wilmington, DE for petitioner.
for defendant: Douglas D. Herrmann, Troutman Pepper Hamilton Sanders LLP, Wilmington, DE; Jennifer C. Voss, Skadden, Arps, Slate, Meagher & Flom LLP Wilmington, DE for respondent.
Case Number: 9700-CM, 10449-CM

Court overruled corporation's objections to custodian's legal fee petitions where court had already ruled on custodian's entitlement to fees and found no basis to support corporations' challenges to the reasonableness of the fees.

AP-fonden v. Activision Blizzard, Inc.

Publication Date: 2024-04-01
Practice Area: Mergers and Acquisitions
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Michael Hanrahan, Corinne Elise Amato, Kevin H. Davenport, Stacey A. Greenspan, Christine N. Chappelear, Prickett, Jones & Elliott, P.A., Wilmington, DE; Lee D. Rudy, Eric L. Zagar, J. Daniel Albert, Kessler Topaz Meltzer & Check, LLP, Radnor, PA for plaintiff.
for defendant: Edward B. Micheletti, Lauren N. Rosenello, Michelle L. Davis, Peyton V. Carper, Claire K. Atwood, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE; Elena C. Norman, Daniel M. Kirshenbaum, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Stephen P. Blake, Laura Lin, Simpson Thacher & Bartlett LLP, Palo Alto, CA; Sareen K. Armani, Simpson Thacher & Bartlett LLP, Los Angeles, CA for defendants.
Case Number: 2022-1001-KSJM

Although the Delaware General Corporation Law only required a corporate board to approve and recommend an essentially complete version of a merger agreement, the draft version approved by defendants failed to meet this standard by omitting key terms and ancillary documents repeatedly referenced throughout the agreement.

Crispo v. Musk

Publication Date: 2023-11-13
Practice Area: Mergers and Acquisitions
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Michael Hanrahan, Samuel L. Closic, John G. Day, Robert B. Lackey, Prickett, Jones & Elliott, P.A., Wilmington, DE; Max Huffman, Joseph A. Pettigrew, Scott+Scott Attorneys at Law LLP, San Diego, CA; Justin O. Reliford, Jing-Li Yu, Scott+Scott Attorneys at Law LLP, New York, NY for plaintiff.
for defendant: Edward B. Micheletti, Lauren N. Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendants.
Case Number: 2022-0666-KSJM

Stockholder lacked standing to enforce merger agreement, and the agreement did not confer stockholders with third-party beneficiary status to pursue lost-premium damages while the target company pursued specific performance of the merger.

Anderson v. Magellan Health, Inc.

Publication Date: 2023-07-17
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Legal Services
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Ryan M. Ernst, Bielli & Klauder, LLC, Wilmington, DE; Michael A. Rogovin, Weiss Law, Atlanta, GA for plaintiff
for defendant: Paul J. Lockwood, Arthur R. Bookout, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendant.
Case Number: 2021-0202-KSJM

Supplemental proxy disclosures that were only marginally helpful to shareholders and were not clearly material to their analysis only supported a minimal award of legal fees and costs to plaintiff stockholder.

Crispo v. Musk

Publication Date: 2022-10-25
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Michael Hanrahan, Samuel L. Closic, John G. Day, Robert B. Lackey, Prickett, Jones & Elliott, P.A., Wilmington, DE; Max Huffman, Joseph A. Pettigrew, Scott+Scott Attorneys at Law LLP, San Diego, CA; Scott R. Jacobsen, Jing-Li Yu, Scott+Scott Attorneys at Law LLP, New York, NY for plaintiff.
for defendant: Edward B. Micheletti, Lauren N. Rosenello, Ryan M. Lindsay, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE; Alex Spiro, Andrew J. Rossman, Christopher D. Kercher, Silpa Maruri, Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY for defendants.
Case Number: 2022-0666-KSJM

Stockholder could not assert breach of merger agreement seeking specific performance where stockholder was not a party to the merger agreement and the terms of the agreement expressly disclaimed any third-party beneficiary status for stockholder.

Twitter, Inc. v. Musk

Publication Date: 2022-09-27
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Technology Media and Telecom
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Peter J. Walsh, Jr., Kevin R. Shannon, Christopher N. Kelly, Mathew A. Golden, Callan R. Jackson, Potter Anderson & Corroon LLP, Wilmington, DE; Brad D. Sorrels, Wilson Sonsini Goodrich & Rosati, P.C., Wilmington, DE; William Savitt, Bradley R. Wilson, Sarah K. Eddy, Ryan A. McLeod, Anitha Reddy, Noah B. Yavitz, Wachtell, Lipton, Rosen & Katz, New York, NY for plaintiff.
for defendant: Edward B. Micheletti, Lauren N. Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE; Alex Spiro, Andrew J. Rossman, Christopher D. Kercher, Silpa Maruri, Quinn Emanuel Urquhart & Sullivan LLP, New York, NY for defendants.
Case Number: 2022-0613-KSJM

Corporate CEO had a reasonable expectation of privacy in his work email accounts where the evidence demonstrated that company officials could only access the CEO's accounts with his express permission or as otherwise legally required.

September 30, 2021 | Delaware Law Weekly

TransPerfect Won't Face Sanctions After Paying $1.9M, McCormick Says

Within about an hour of Chancellor Kathaleen McCormick's admonintion, New York-based TransPerfect wired that money requested by custodian and former Skadden, Arps, Slate, Meagher & Flom attorney Robert Pincus.

3 minute read

September 30, 2021 | Delaware Business Court Insider

'Here's Your Chance': McCormick Says TransPerfect Won't Face Sanctions After Paying $1.9M

Within about an hour of Chancellor Kathaleen McCormick's admonintion, New York-based TransPerfect wired that money requested by custodian and former Skadden, Arps, Slate, Meagher & Flom attorney Robert Pincus.

3 minute read

September 30, 2021 | New York Law Journal

Judge Says TransPerfect Won't Face Contempt Sanctions After Paying $1.9M

The New York-based TransPerfect has maintained the money ordered by the court has been held in an escrow account and was to be paid to the custodian of the case.

3 minute read

Solak v. Welch

Publication Date: 2019-11-13
Practice Area: Corporate Governance
Industry: Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor McCormick
Attorneys: For plaintiff: Blake A. Bennett, Cooch and Taylor, P.A., Wilmington, DE; Jeffrey M. Norton, Newman Ferrara LLP, New York, NY; Werner R. Kranenburg, London, United Kingdom for plaintiff.
for defendant: Edward B. Micheletti, Lilianna Anh P. Townsend and Mary T. Reale, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendants.
Case Number: D68773

A stockholder who made a pre-suit demand on the board could not allege that demand would have been futile in a subsequent complaint concerning the subject matter of the demand.