Facts, Not Labels: The Limits of Delaware Notice Pleading
In Caerus Group, LLC v. Chemicar Europe NV, No. 2025-0393-BWD, 2026 WL 668208 (Del. Ch. Mar. 10, 2026), the Delaware Court of Chancery issued a strong reminder that notice pleading does not mean no pleading. Vice Chancellor David dismissed claims arising out of a failed automotive-products joint venture because the pleadings substituted conclusions and speculations for facts and therefore could not pass muster under Rule 12(b)(6). Chemicar underscores that the Court of Chancery will closely scrutinize the level of factual detail provided in determining whether a complaint is viable or merely a conclusory grievance, particularly where standards like entire fairness, gross negligence, or knowing participation are in play. (more…)
Court of Chancery Rejects Fiduciary Duty and Veil-Piercing Theories in Crypto Case
Earlier this year, the Delaware Court of Chancery dismissed a suit brought by Hash Asset Management, Limited (“Hash”) arising from a failed cryptocurrency investment involving DMA Labs, Inc. (“DMA”), ICHI Foundation, and several individuals allegedly affiliated with those entities. Hash Asset Mgmt. Ltd. v. DMA Labs, Inc., No. 2025-0374-BWD (Del. Ch. Feb. 9, 2026). Vice Chancellor David found the Court of Chancery lacked subject matter jurisdiction because the claim for breach of fiduciary duty and veil-piercing theory was insufficiently pled.
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.