green
Positive treatment
Hot · 45 in 5y
Issue: direct claimDE ↗
Issue: Sugarland factorsDE ↗
Issue: derivative claimDE ↗
Issue: pleading standardDE ↗
Quoted verbatim 16×
90.7 score
G Cite
cited 3× by 3 distinct cases, 2016–2023 ·
…not all contingent cases involve the same level of contingency risk.
at p. 1073
⚠ not in text
Topic ↗
Treatment trajectory · 2015 → 2026 · click a year to view as-of
2015
2020
2026
Top citers, strongest first. 50 distinct citers.
How cited ↗
discussed
Cited as authority (verbatim quote)
Stanislav Royzenshteyn, et al. v. Onyx Enterprises Canada, Inc., et al.
(2×)
also: Cited "see"
classic examples of direct claims included the right to vote, the right to compel payment of a contractually specified dividend, and the right to own and alienate shares
discussed
Cited as authority (verbatim quote)
Glean Tech Fund II LP v. Greg McIntosh
stockholders . . . can sue directly to enforce contractual constraints on a board's authority under . . . provisions of the dgcl.
discussed
Cited as authority (verbatim quote)
Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc.
(2×)
also: Cited as authority (rule)
the dgcl, the certification of incorporation, and the bylaws together constitute a multi-party contract.... as parties to the contract, stockholders can enforce it.
examined
Cited as authority (verbatim quote)
West Palm Beach Firefighters' Pension Fund v. Moelis & Company
(3×)
also: Cited as authority (rule), Cited "see"
as in delaware, a majority of jurisdictions refused to adopt a contemporaneous ownership requirement in the absence of a statute.
discussed
Cited as authority (verbatim quote)
In Re AMC Entertainment Holdings, Inc. Stockholder Litigation
all else equal, litigation that is challenging and complex supports a higher fee award.
discussed
Cited as authority (verbatim quote)
In Re AMC Entertainment Holdings, Inc. Stockholder Litigation
all else equal, litigation that is challenging and complex supports a higher fee award.
examined
Cited as authority (verbatim quote)
In Re AMC Entertainment Holdings, Inc. Stockholder Litigation
(6×)
also: Cited as authority (rule)
the filing of a copy of the notice as an exhibit to a form 8-k provided an additional means for beneficial owners to receive notice.
examined
Cited as authority (verbatim quote)
In Re AMC Entertainment Holdings, Inc. Stockholder Litigation
(8×)
also: Cited as authority (rule), Cited "see, e.g."
for the fraud claim, the cause of action arises out of the false representations made by the buyer or seller on which the counterparty relied to her detriment, suffering causally related damages as a consequence. the underlying property could just as easily be land or a car.
discussed
Cited as authority (verbatim quote)
Bryan Anderson v. Magellan Health, Inc.
under controlling delaware supreme court precedent, a settlement can release claims of negligible value to achieve a settlement that provides reasonable consideration for meaningful claims
discussed
Cited as authority (verbatim quote)
In re Madison Square Garden Entertainment Corp. Stockholders Litigation
notice need only be sent to record holders.
examined
Cited as authority (verbatim quote)
Daniel v. Hawkins
when a share of stock is sold, the property rights associated with the shares, including any claim for breach of those rights and the ability to benefit from any recovery or other remedy, travel with the shares.
discussed
Cited as authority (verbatim quote)
TRU Creditor Litigation Trust v. Raether
delaware has a longstanding rule that claims are freely assignable and can be asserted by the acquirer.
discussed
Cited as authority (verbatim quote)
Stephen M.Hague and Jessica Hague Donald May and Kara May John Barnett and Nancy Barnett and Jordon Rollins and Julie Rollins v. Bay Lan
(2×)
also: Cited as authority (rule)
direct claims also include causes of action to enforce contract rights that stockholders possess under the corporation's certificate of incorporation and bylaws.
discussed
Cited as authority (verbatim quote)
TRU Creditor Litigation Trust v. Raether
delaware has a longstanding rule that claims are freely assignable and can be asserted by the acquirer.
examined
Cited as authority (verbatim quote)
EDWARD and NANCY KABLAOUI V GERAR PLACE CONDOMINIUM ) ASSOCIATION, and ROGER BINNER, ) DEBRA SALIM, BRIAN COMROE, ) KAREN STUCK, and DANNY ) WATKINS
(2×)
direct claims also include causes of action to enforce contract rights that stockholder's possess under the corporation's certificate of incorporation and bylaws.
examined
Cited as authority (verbatim quote)
Urdan v. WR Capital Partners, LLC
when a share of stock is sold, the property rights associated with the shares, including any claim for breach of those rights and the ability to benefit from any recovery or other remedy, travel with the shares.
discussed
Cited as authority (rule)
In re: Dynamk Fund Advisors LLC
“Quintessential examples of personal claims would include a contract claim for breach of an agreement to purchase or sell shares or a tort claim for fraud 31 interest in the entity—be it a share or a member interest—and which the owner of the equity interest can bring.64 For stockholders in a corporation, direct claims include the causes of action conferred on stockholders by specific statutory provisions of the DGCL.65 Direct claims also include causes of action to enforce contract rights that stockholders possess under the corporation’s certificate of incorporation and bylaws.66 The …
discussed
Cited as authority (rule)
Brian Linton v. Naadam Inc.
(2×)
also: Cited "see"
S’holder Litig., 124 A.3d 1025, 1056 (Del.
discussed
Cited as authority (rule)
The Yosaki Trust v. Teresa S. Weber
Ch. 2016)). 37 See 244 A.3d at 677. 38 Id. (citing 124 A.3d at 1056). 39 244 A.3d at 678 (emphasis added). 9 Common Units and Class V shares into PubCo stock and then sold that stock.40 Under Urdan, the Trusts’ dilution and diversion claims traveled with the Class A Common Units and Class V shares.
discussed
Cited as authority (rule)
In re Endeavor Group Holdings, Inc. Stockholders' Litigation
Stockholders who buy shares after the transaction’s announcement may be atypical under Rule 23(a)(4) because the alleged “wrongful act” is the “fixing of the terms of the transaction”—not closing.29 27 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1044, 1050 (Del.
cited
Cited as authority (rule)
In re Activision Blizzard, Inc.
Jan. 10, 1992). 121 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1073 (Del.
discussed
Cited as authority (rule)
BLACK v. DIST. CT. (GOODCHILD)
(2×)
"Classic" direct claims concern shareholders' (1) "right to vote," (2) "right to compel payment of a contractually specified dividend," and (3) "right to own and alienate shares." In re Activision Blizzard, Inc. Stockholder Litig., 124 A.3d 1025, 1049-50 (Del.
discussed
Cited as authority (rule)
In re Santander Consumer USA Holdings Inc. Stockholders' Litigation
(2×)
The presumption is against any bonus payment to a representative plaintiff 21 See Isaacson v. Niedermayer, 200 A.3d 1205 , 1205 n.1 (Del. 2018) (TABLE) (recognizing that “incentive fee awards may be problematic” in certain “circumstances”). 22 See In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1077 (Del.
cited
Cited as authority (rule)
AMC Entertainment Holdings, Inc. v. XL Specialty
Co., 248 A.3d at 906 (citing AT&T v. Clarendon, 2006 WL 1382268 at *9). 77 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1053 (Del.
discussed
Cited as authority (rule)
Kimberly Hutcherson and Stephen Hutcherson v. Villas at Bay Crossing
Mar. 27, 2024) (“As owners of [the company’s] stock, Plaintiffs can exercise their rights to bring direct actions against the Company for . . . violations of specific provisions of the DGCL.”); In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1049-50 (Del.
discussed
Cited as authority (rule)
Richard J. Tornetta v. Elon Musk
And litigating this action required the allocation of a substantial amount of Plaintiff’s counsel’s time and resources over six years.378 Compounding this risk, Plaintiff knew that Musk does not typically settle cases379 and that his attorneys would not hold back.380 “The true contingency risk in this case supports a results-based award using the Americas Mining percentages.”381 375 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1073 (Del.
discussed
Cited as authority (rule)
Landbridge Port Services (Hong Kong) Ltd. v. Notarc Port Investment LLC
Jn re Activision Blizzard, Inc. S‘holder Litig., 124 A.3d 1025, 1049-50 (Del.
discussed
Cited as authority (rule)
City of Pittsburgh Comprehensive Municipal Pension Trust Fund v. William E. Conway, Jr.
June 17, 2021) (“Because Plaintiff failed to respond to this argument in its answering brief, any response is deemed waived.”). 325 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1049 (Del.
discussed
Cited as authority (rule)
In Re Mindbody, Inc. Stockholder Litigation
Mining Corp. v. Theriault, 51 A.3d 1213, 1254 (Del. 2012) (citing Sugarland Industries Inc. v. Thomas, 420 A.2d 142 , 149–50 (Del. 1980)). 126 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1070 (Del.
examined
Cited as authority (rule)
In re Dell Technologies Inc. Class V Stockholders Litigation
(3×)
also: Cited "see"
“The promise of a larger potential share of the benefit nudges representative counsel’s incentives towards greater alignment with the class or entity on whose behalf they are litigating.” In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1071 (Del.
cited
Cited as authority (rule)
Robert Garfield v. Boxed, Inc.
Sept. 19, 2016) (citing Gatz, 2009 WL 1743760 , at *3). 125 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1072 (Del.
discussed
Cited as authority (rule)
Lockhart v. Garzella
Too/ey and its progeny, however, “deal with the specific question of when a cause of action for breach of fiduciary duty or to enforce rights belonging to the corporation itself must be asserted derivatively,” NAF Holdings, LLC v. Li & Fung (Trading) Ltd., 118 A.3d 175, 176 , 2015 WL 3896792 (Del. 2015), and do not apply to personal claims such as fraud. “(FJraud in connection with the purchase or sale of shares” is a “[q]uintessential 19 example[ ] of [a] personal claim.” /n re Activision Blizzard, Inc. S'‘holder Litig., 124 A.3d 1025, 1056 (Del.
discussed
Cited as authority (rule)
Sharon Hawkins v. W.Bradley Daniel
(2×)
“When a share of stock is sold, the property rights associated with the shares,” including 52 the right to vote the shares, “travel with the shares.” See In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1050 (Del.
discussed
Cited as authority (rule)
Shareholder Representative Services LLC v. Shire US Holdings, Inc.
Shire next argues that KVP erroneously included prejudgment interest and “late fees” in the proceeds when calculating its fee, but those arguments too fail. 8 See In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1073 (Del.
discussed
Cited as authority (rule)
Verizon Communications Inc. v. National Union Fire Ins. Co. of Pittsburgh, PA
Ch. 2002). 161 See, e.g., In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1052-55 (Del.
discussed
Cited as authority (rule)
Carla Lacey v. German Larrea Mota-Velasco
June 28, 2019) (granting in part motion to dismiss with respect to allegation that directors breached a stockholders agreement to which they were not parties); In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1050 (Del.
discussed
Cited as authority (rule)
Brokerage Jamie Goldenberg Komen v. James W. Breyer
Indeed, the PSU awards for the 2016-2018 performance period, as amended by the Performance Award 134 Pl.’s Opp’n Br. 27-28. 135 Id. 28. 136 In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1049-50 (Del.
discussed
Cited as authority (rule)
Skye Mineral Investors, LLC and Clarity Cooper, LLC v. DXS Capital (U.S.) Limited
See NAF Hldgs., LLC v. Li & Fung (Trading) Ltd., 118 A.3d 175, 176 (Del. 2015) (citing Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031 (Del. 2004) (holding that Tooley “has no bearing on whether a party with its own rights as a signatory to a commercial contract may sue directly to enforce those rights”); In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1056 (Del.
discussed
Cited as authority (rule)
ALPVEX, Inc. v. ACIA, LLC
Cf. In re Activision Blizzard, Inc. Stockholder Litig., 124 A.3d 1025, 1050 (Del.
discussed
Cited as authority (rule)
Paul Cheatham I.R.A. v. Huntington Natl. Bank (Slip Opinion)
In support of this argument, it cites In re Activision Blizzard, Inc. Stockholder Litigation, 124 A.3d 1025, 1030 (Del.Ch.2015), in which the court considered whether to approve a settlement in a shareholder derivative suit challenging a transaction in which one corporation sold its controlling equity position in a second corporation to the two most senior officers of the second corporation.
examined
Cited as authority (rule)
Urdan v. WR Capital Partners, LLC
(3×)
also: Cited "see"
P’ship, 140 A.3d 1125 , 1140 n.76 (Del. 2016) (quoting In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1056 (Del.
cited
Cited as authority (rule)
Sciabacucchi v. Salzberg
“Not all contingent cases involve the same level of contingency risk.” In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1073 (Del.
discussed
Cited as authority (rule)
Arkansas Teacher Retirement System v. Alon USA Energy, Inc.
Like all provisions of the Delaware General Corporation Law, Section 203 is part of a contract between Delaware corporations and their stockholders and thus provides enforceable benefits to those stockholders. 65 The current version of Section 203, in substantial part, was approved and became effective in 1988, in the wake of the United States Supreme Court upholding as constitutional, in CTS Corp. v. Dynamics Corp. of America, an Indiana act created for the “primary purpose” of “protect[ing] the shareholders of Indiana corporations” against hostile corporate Company Capital Stock in e…
discussed
Cited as authority (rule)
In Re: Fannie mae/freddie Mac Senior Preferred Stock Purchase Agreement Class Action Litigations
“All rights in the security” as used in the statutes “means rights in the security itself as opposed to personal rights.” E.g., Schultz v. Ginsburg, 965 A.2d 661 , 667 n.12 (Del. 2009). ln other words, “[w]hen a share of stock is sold, the property rights associated with the shares, including any claim for breach of` those rights and the ability to benefit for any recovery or other remedy, travel with the shares.” In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1049-51 (Del.
cited
Cited as authority (rule)
Christopher Roberts v. FHFA
These situations, however, generally include allegations of an unlawful transfer of control, see In re Activision Blizzard, Inc. Stockholder Litig., 124 A.3d 1025, 1052 (Del.
discussed
Cited as authority (rule)
Trexler v. Billingsley
Am., Inc., 285 A.2d at 415 ). 17 E.g., Kahn v. Sullivan, 594 A.2d 48, 58 (Del. 1991); Rome v. Archer, 197 A.2d 49, 53 (Del. 1964); In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1042 (Del.
discussed
Cited as authority (rule)
In re Dole Food Co. Inc. Stockholder Litigation
(2×)
also: Cited "see"
Activision, 124 A.3d at 1049, 1051-52, 1056 .
cited
Cited as authority (rule)
Chang v. CAC
July 26, 2000). 40 In re Activision Blizzard, Inc. Stockholder Litigation, 124 A.3d 1025, 1060 (Del.
discussed
Cited as authority (rule)
I.A.T.S.E. Local No. One Pension Fund v. General Electric Company
C. § 8- 303 for the proposition that rights inherent in securities transfer with the securities). 50 See Activision, 124 A.3d at 1044, 1058 . 51 According to the Defendants, the stockholders could forgo the conversion of their interests into new stock, and pursue appraisal instead. 15 voluntary termination of the Plaintiff’s stock ownership cannot, as a matter of logic or equity, adhere in the stock so taken.
cited
Cited as authority (rule)
In Re: Appraisal of Dell Inc.
All else equal, litigation that is challenging and complex supports a higher fee award.” In re Activision Blizzard, Inc. S’holder Litig., 124 A.3d 1025, 1072 (Del.
Retrieving the full opinion text from the archive…
Ashley WYRE, Below
v.
STATE of Delaware, Below
v.
STATE of Delaware, Below
No. 132, 2015.
Supreme Court of Delaware.
Oct 2, 2015.
Published
Court Below — Superior Court of the State of Delaware in and for Sussex County, Cr. No. ID. 1209017746
AFFIRMED.