The Weiser Law Firm, P.C.

Derivative

Ryan v. Gifford (Maxim)
Shareholder filed derivative action alleging that board of directors breached their duties of due care and loyalty by approving or accepting backdated stock option grants to chief executive officer (CEO) that violated shareholder-approved stock option and stock incentive plans.
To read the opinion denying Motion to Dismiss: click here.
Conrad v. Blank (Staples)
Stockholder brought breach of fiduciary duty, waste and unjust enrichment derivative action against executives and directors for backdating stock options. Defendants moved to dismiss. The Court of Chancery, New Castle County, Lamb, Vice Chancellor, held that the stockholder pleaded sufficient facts establishing that board demand was futile and excused, and, under the contemporaneous ownership rule stock-holder lacked standing to bring her claims in relation to option grants made before she owned shares in the corporation. Motion to dismiss denied in part and conditionally granted in part.
To read the opinion in this case, click here.
Weiss v. Swanson (Linear)
Stockholder brought derivative breach of fiduciary duty, waste and unjust enrichment action against board of directors and officers challenging stock option grants. Defendants moved to dismiss the complaint. The Court of Chancery held in favor of the Plaintiffs and denied the motion to dismiss.
To read the opinion in this case, click here.
In re Zoran Corporation Derivative Litigation
Shareholder brought derivative action against corporation's current and former officers and directors, alleging backdating of stock options in violation of Securities Exchange Act and also asserting state-law claims for, inter alia, breach of fiduciary duty, corporate waste, and unjust enrichment. Named defendants and corporation, as nominal defendant, moved to dismiss.
To read the opinion in this case, click here.
In re Atmel Corporation Derivative Litigation
Plaintiff filed a shareholder derivative complaint against a number of the directors and officers of nominal Defendant Atmel Corporation (“Atmel”). The complaint alleged improper backdating of stock options and asserted claims for: (1) breach of fiduciary duty; (2) violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder; and (3) restitution/unjust enrichment. Motion to dismiss denied in part, granted in part.
To read the opinion in this case, click here.

Mergers & Acquisitions

Gantler v. Stephens
Delaware’s Supreme Court reverses a decision from Chancery favorable to plaintiffs in takeover/M&A actions. As reported in The Deal, the dismissal of the action was overturned by a unanimous court, with the opinion authored by Justice Jacobs. Among other issues discussed, Jacobs held that Vice Chancellor Parsons should have analyzed the directors’ and board members’ decisions under the entire fairness standard instead of the business judgment rule. In addition, Jacobs “followed Chancery precedent in holding that officers owe the same fiduciary duties as directors.”
To read the opinion in this case, click here.
Ryan v. Lyondell Chemical Company, et al.
Shareholder class action case wherein plaintiff Ryan, on behalf of the class, challenged the $13 billion cash for shares merger transaction among defendants Basell AF, Basell’s acquisition subsidiary, BIL Acquisition Holdings Limited, and Lyondell Chemical Company. Defendants’ motion for summary judgment was denied. Judgment was appealed and reversed and remanded on April 16, 2009.
For the opinion denying Defendants’ Motion for Summary Judgment, click here.
For the Supreme Court ruling, click here.
In Re Netsmart Technologies, Inc. Shareholders Litigation
Netsmart Technologies, Inc. sought to enter into a merger agreement with two private equity firms, Insight Venture Partners and Bessemer Venture Partners. The $115 million merger would give Netsmart’s stockholders $16.50 per share and the company would be become private. Plaintiffs sought a preliminary injunction against the merger based on, among other things, “poorly-motivated and tactically-flawed sale process during which the Netsmart board made no attempt to generate interest from strategic buyers,” and misleading and incomplete disclosures. The Delaware Court of Chancery granted the Preliminary Injunction.
For the ruling granting the preliminary injunction against the merger, click here.