The Delaware Chancery Court upheld claims for breach of fiduciary duty and wrongful dilution arising from a proxy contest in 2023.

The Court of Appeals has confirmed that the use of a control share bylaw by a Massachusetts trust violates the Investment Company Act of 1940.

The U.S. District Court certified a class of Pioneer Merger Corp. stockholders in a dispute over the distribution of a termination fee paid to the SPAC following a broken transaction.

U.S. District Court denies defendants’ motion to dismiss in dispute over $32.5 million termination fee payment.

The court denies defendants’ motion to dismiss claims arising from a closed-end fund’s collapse and subsequent unfair merger.

Vice Chancellor Zurn denies defendants’ motion to dismiss in case arising from the collapse of the Infinity Q Diversified Alpha Fund.

The Delaware Court of Chancery, in an October 2021 opinion, held that a board wrongfully refused a stockholder demand because it was “reasonable to infer that the directors just did not care about complying with the legal requirements of Delaware law.” The decision is a reminder to directors that their fiduciary duties do not permit them to cursorily refuse a legitimate stockholder demand, and a reminder to investors that they have meaningful legal options if a board refuses to remedy clear corporate misconduct.

In a recent Delaware Court of Chancery decision, stockholders of Gilead Sciences, Inc. successfully obtained attorneys’ fees after prevailing in a books and records action against the company. 

A Massachusetts Superior Court decision in March 2021 reaffirms the significant contractual, state law, and federal law protections over fund shareholder voting rights.

The U.S. Court of Appeals for the 2nd Circuit, in Oxford University Bank v. Lansuppe Feeder LLC, held that Section 47(b) of the Investment Company Act of 1940 creates a private right of action to seek rescission of an unlawful contract.