Catagory:Duty of Candor

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Chancery Court Calls Plaintiffs’ Bet by Granting in Part and Denying in Part Partial Motion to Dismiss Breach of Fiduciary Duty Claims in Case Alleging Failure to Disclose Material Facts and Structuring a Transaction for Defendants’ Personal Financial Benefit
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Transparency is the Best Policy: Teetering on the Edge of Misleading

Chancery Court Calls Plaintiffs’ Bet by Granting in Part and Denying in Part Partial Motion to Dismiss Breach of Fiduciary Duty Claims in Case Alleging Failure to Disclose Material Facts and Structuring a Transaction for Defendants’ Personal Financial Benefit

May 05 2020
Browse archives for May 05, 2020
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Breach of Fiduciary Duty, Business Judgment, Conflict of Interest, Consent, Derivative Suit, Direct Claim, Disclosure, Disclosure Claims, Disclosure Statement, Duty of Candor, Duty of Disclosure, Duty of Good Faith, Duty of Loyalty, Entire Fairness, Fair Price, Fair Value, Fiduciary Duty, Fiduciary Duty of Disclosure, Fiduciary Duty of Loyalty, Interested Transaction, Loyalty, Officers, Self-Interested, Uncategorized, Valuation

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By Joanna Diakos and Alidad Vakili

The Delaware Court of Chancery granted in part and denied in part Plaintiff’s partial motion to dismiss, finding that the standard for breach of fiduciary duty was not met as against certain directors and officers of the Company based on allegations they failed to disclose facts relating to a tender offer, but was met as against the directors and one of the officers on allegations that they approved a tender offer where they were expected to receive a personal financial benefit.

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Transparency is the Best Policy: Teetering on the Edge of Misleading

Feb 07 2018
Browse archives for February 07, 2018
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Breach of Fiduciary Duty, Chancery Court Rule 12(b)(6), Disclosure, Duty of Candor, Duty of Disclosure, Tender Offer

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By Lisa Stark and Rashida Stevens

In Chatham Asset Management, LLC v. Papanier, C.A. No. 2017-008-AGB (Del. Ch. Dec. 22, 2017), the Delaware Court of Chancery found that the plaintiffs, Chatham Asset Management, LLC, Chatham Fund, LP, and Chatham Asset High Yield Master Fund, Ltd. (collectively, “Chatham”), pleaded sufficient facts to avoid dismissal of a claim that the director defendants of Twin River Worldwide Holdings, Inc. (“Twin River”) breached their fiduciary duties by making materially false and misleading statements in tender offer materials. Read More

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