Archive: February 18, 2021

“consistent with longstanding principles of law and capitalism”: chancery court finds that a bidder cannot be liable for directors’ breach of fiduciary duty without knowledge of the breach

By: Scott Waxman and Jeremy Crites

In Jacobs v. Meghji, et al. (C.A. No. 2019-1022-MTZ), the Delaware Court of Chancery (the “Court”) dismissed Mark Jacobs’ direct and derivative claims that Ares Management Corporation (“Ares”) aided and abetted breaches of fiduciary duty allegedly committed by directors of Infrastructure &  Energy Alternatives, Inc. (“IEA”) on the grounds that Jacobs failed to plead a necessary element of the claim. Additionally, the Court dismissed Jacobs’ claim of unjust enrichment against Ares, again finding that Jacobs failed to plead a necessary element of the claim.

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Delaware Court of Chancery Finds Oral Agreement to Form a Joint Venture Enforceable

By: Scott Waxman and Serena Hamann

In Leonard F. Iacono Sr. et al. v. Estate of Joseph M. Capano et al, C.A. No. 11841-VCL (Del. Ch. June 29, 2020), the Delaware Court of Chancery denied the defendants’ motion for summary judgment because the evidence, construed in favor of the Plaintiffs, could support a finding that an enforceable oral agreement to form a joint venture existed between the parties.

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MetLife Stockholders Demand Futility Claims Dismissed

By: Scott E. Waxman and Marissa Leon

In the matter of In Re MetLife Inc. Derivative Litigation (Consol. C.A. No. 2019-0452-SG), the Delaware Court of Chancery held that stockholder plaintiffs seeking to hold corporate fiduciaries liable to MetLife, Inc. for failure to adequately oversee the operation of the business failed to plead facts sufficient to imply director liability or otherwise excuse demand under Rule 23.1.

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