What Happens With the Former Board, Stays With the Former Board: Delaware Court Dismisses Claims Against Directors for Failing to Investigate Past Misconduct
In a recent dismissal of all claims in Borsody v. Gibson, the Delaware Court of Chancery grappled with an unusual set of circumstances involving a former director who believed he had been wrongfully removed from a board and prevented from exercising his stock options. Having missed the window for asserting claims against the two officers who allegedly engaged in the wrongful scheme, he instead targeted two new directors who did not join the Board until after the scheme had already been completed.
Use It or Lose It: Texas Courts Take a Close Look at the Concept of Informal Fiduciary Relationships
Under Texas law, there are two categories of fiduciary relationships: formal and informal.
SPAC Litigation Continues to Churn in the Belly of the Chancery Beast
As this blog has consistently observed, although the well of SPAC mergers substantially dried up a few years ago, the wave of lawsuits stemming from those de-SPAC mergers has not abated. In the latest decision addressing claims for breach of fiduciary duty arising from a de-SPAC merger, Solak v. Mountain Crest Capital LLC, Vice Chancellor Glasscock bemoaned “the bulge of SPAC carcasses [that] continues to be digested in equity.” Yet, despite acknowledging that the allegations were not strong and hewed “close to the line between an adequate and an inadequate claim,” he allowed the claims to proceed past a motion to dismiss.
