green
Positive treatment
Hot · 65 in 5y
Issue: derivative claimDE ↗
Issue: direct claimDE ↗
Issue: Carsanaro analysisDE ↗
Issue: Tooley testDE ↗
Quoted verbatim 13×
90.2 score
G Cite
cited 8× by 8 distinct cases, 2019–2020 ·
…extraction of solely economic value from the minority by a controlling stockholder
at p. 1264
⚠ not in text
cited 3× by 2 distinct cases, 2017–2020 · 2 courts ·
…must turn solely on the following questions: (1) who suffered the alleged harm (the corporation or the suing stockholders, individually); and (2) who would receive the benefit of any recovery or other remedy (the corporation or the stockholders, individually)?
at p. 1260
⚠ not in text
Treatment trajectory · 2017 → 2026 · click a year to view as-of
2017
2021
2026
Top citers, strongest first. 50 distinct citers.
How cited ↗
examined
Cited as authority (verbatim quote)
AG Mobile Holdings LP v. H.I.G. Mobile LP
(2×)
also: Cited as authority (rule)
the reality that limited partnership agreements often govern the territory that in corporate law is covered by equitable principles of fiduciary duties does not make all provisions of a limited partnership agreement enforceable by a direct claim.
discussed
Cited as authority (verbatim quote)
In Re Hennessy Capital Acquisition Corp. IV Stockholder Litigation
claims of corporate overpayment are normally treated as causing harm solely to the corporation and, thus, are regarded as derivative.
discussed
Cited as authority (verbatim quote)
Big Thirst, Inc. v. Donoho
as the majority opinion makes clear, a claim that an entity has issued equity in exchange for inadequate consideration-a so-called dilution claim-is a quintessential example of a derivative claim.
examined
Cited as authority (verbatim quote)
Richard Delman v. GigAquisitions3, LLC
(2×)
also: Cited as authority (rule)
were the plaintiff to recover directly for the alleged decrease in the value of the partnership's assets, the damages would be proportionate to his ownership interest. the necessity of a pro rata recovery to remedy the alleged harm indicates that his claim is derivative.
examined
Cited as authority (verbatim quote)
Edward Deane v. Robert A. Maginn, Jr.
were plaintiff to recover directly for the alleged decrease in the value of the entity's assets, the damages would be proportionate to his ownership interest. the necessity of a pro rata recovery to remedy the alleged harm indicates that his claim is derivative.
discussed
Cited as authority (verbatim quote)
JER Hudson GP XXI LLC v. DLE Investors, LP
the partnership agreement sets forth the rights and duties owed by the partners.
discussed
Cited as authority (verbatim quote)
Clifford Paper, Inc. v. WPP Investors, LLC
(2×)
also: Cited "see, e.g."
el paso pipeline ii
examined
Cited as authority (verbatim quote)
Morris v. Spectra Energy Partners
(6×)
also: Cited as authority (rule), Cited "see, e.g."
this rule flows from the fact that, following a merger, 'the derivative claim-originally belonging to the acquired corporation-is transferred to and becomes an asset of the acquiring corporation as a matter of statutory law.
discussed
Cited as authority (verbatim quote)
Urdan v. WR Capital Partners, LLC
in unique circumstances, this court has recognized that some claims can be dual-natured-that is, both direct and derivative.
discussed
Cited as authority (verbatim quote)
Suzan D. Fritchel Alexandra J. White, Drew Ann White Gavin M. Terry Isaac T. White Jacob A. Terry and Kerry P. White v. Marcus White, In His Capacity as the Personal Representative of the Estate of John E. White, and the Estate of John E. White, A/K/A John Edward White
any economic harm to the limited partner devolved upon him as an equity holder in the form of the proportionally reduced value of his units-a classically derivative injury.
discussed
Cited as authority (verbatim quote)
J. Ball Trust v. Phx Orchard
to prove that a claim is direct, a plaintiff must demonstrate that the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation.
discussed
Cited as authority (verbatim quote)
Paul Morris v. Spectra Energy Partners (DE)
the prevalence of entity-specific provisions in an area of law defined by expansive contractual freedom requires a nuanced analysis and renders deriving 'general principles' a cautious enterprise.
discussed
Cited as authority (verbatim quote)
Sehoy Energy LP v. Haven Real Estate Group, LLC
the source of the duty owed-the entity's constitutive agreement, i.e., the lpa-does not alone answer the question as to whether plaintiff's claim was derivative, direct, or both.
discussed
Cited as authority (rule)
CIBC Bank USA v. Ryan Barker and BERA Brand Management, Inc.
When a corporation “suffer[s] harm in the form of inadequate consideration for the sale of itself as a going concern,” any harm to equity holders “is only a natural and foreseeable consequence of the harm to the corporation.”109 CIBC’s losses as a creditor are likewise a natural consequence of the primary harm experienced by BERA. 106 See Brookfield, 261 A.3d at 1263. 107 See Revlon, Inc. v. MacAndrews & Forbes Hldgs., Inc., 506 A.2d 173 (Del. 1986). 108 See Brookfield, 261 A.3d at 1276 (noting that Revlon “provide[s] a basis for a direct claim for stockholders to address fiduciary…
discussed
Cited as authority (rule)
Town of Fenwick Island and Sussex County v. State of Delaware
Feb. 27, 2026) (alteration in original) (quoting Justice v. Gatchell, 325 A.2d 97, 102 (Del. 1974)). 12 Justice, 325 A.2d at 102 . 13 Transcript Op. at 9–13. 14 Brookfield Asset Mgmt., Inc. v. Rosson, 261 A.3d 1251 , 1262 (Del. 2021) (quotation marks omitted) (quoting El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016)).
discussed
Cited as authority (rule)
Eric Douglas Guilbeau v. Footprint International Holdco, Inc.
Ch. 2013) (quoting Williamson, 2006 WL 1586375 , at *4), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016) (rejecting Carsanaro’s analysis of post-merger derivative standing); accord In re Primedia Inc. Deriv.
discussed
Cited as authority (rule)
NNN Capital Fund I, LLC v. Mikles
(El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff (Del. 2016) 152 A.3d 1248, 1256.) Both standing and the interpretation of statutes are questions of law to which we typically apply a de novo standard of review.
examined
Cited as authority (rule)
Blum v. Markusic CA1/5
(4×)
also: Cited "see, e.g."
Ch. 2017) 160 A.3d 484, 488, 501-503 (Massey) [applying Tooley to determine whether a claim for fraud in connection with a merger is direct or derivative].) Applying Tooley to Blum’s claims for breach of fiduciary duty and fraud (see Fairpoint, supra, 311 A.3d at pp. 767-768; El Paso Pipeline, supra, 152 A.3d at p. 1259; Massey, supra, 160 A.3d at pp. 501-503), they are classic derivative claims.
discussed
Cited as authority (rule)
Daniel S. Peña v. MacArthur Group, Inc.
One exception applies when the merger itself is the subject of a fraud claim, “perpetrated merely to deprive shareholders of the standing to maintain a derivative action.”155 Defendants press the other exception: a merger does not extinguish derivative standing when it is “in reality a reorganization which 153 See, e.g., El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1251 (Del. 2016) (“Under our law, equity holders confronted by a merger in which derivative claims will pass to the buyer have the right to challenge the merger itself as a breach of the duties they are ow…
discussed
Cited as authority (rule)
Daniel Jaiyong An v. Rafael Cosman
R. 12(b)(1). 75 El Paso Pipeline GP Co., L.L.C. v. Brinkerhoff, 152 A.3d 1248, 1256-57 (Del. 2016). 76 Id. at 1256 (citing Schoon v. Smith, 953 A.2d 196, 202 (Del. 2008)). 77 See Tooley v. Donaldson, Lufkin & Jenrette Inc., 845 A.2d 1031 (Del. 2004). 78 Id. at 1033 . 13 dispositive; rather, the court must look to the nature of the wrong alleged, taking into account all of the facts alleged in the complaint, and determine for itself whether a direct claim exists.”79 An asserts that the individual defendants breached their fiduciary duties by: (1) selling “substantially all of [Archblock’s…
discussed
Cited as authority (rule)
McRitchie v. Zuckerberg
Ch. 2013) (discussing ultra vires acts and the implications of Section 124 of the DCGL), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016 (rejecting Carsanaro’s analysis of post-merger derivative standing). 210 8 Del.
cited
Cited as authority (rule)
West Palm Beach Firefighters' Pension Fund v. Moelis & Company
Ch. 2013) (same), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016) (rejecting Carsanaro’s analysis of post-merger derivative standing).
discussed
Cited as authority (rule)
In re Fairpoint Insurance Coverage Appeals
Alternative business entity owners and creditors can bring derivative claims on behalf of the entity.73 More significantly, the use of the word “security holder” ties Section (2) back to a “securities” claim definition in Section (1) and reinforces our view that Section (2), like Section (1), applies to “securities” claims in the securities law and corporate law context.74 Section 19 still controls the effect of bankruptcy on coverage under the Policies.75 72 Id. at *7. 73 Gheewalla, 930 A.2d at 101; CML V, LLC v. Bax, 28 A.3d 1037, 1041 (Del. 2011) (LLC members); El Paso Pipeline …
discussed
Cited as authority (rule)
In re Fairpoint Insurance Coverage Appeals
The judgment of the Superior Court is reversed. 72 Id. at *7. 73 Gheewalla, 930 A.2d at 101 ; CML V, LLC v. Bax, 28 A.3d 1037, 1041 (Del. 2011) (LLC members); El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1260 (Del. 2016) (limited partners). 74 Verizon points out that an Organization is part of the Securities Claim definition, and an Organization includes a bankruptcy debtor-in-possession.
discussed
Cited as authority (rule)
SHOMA CORAL GABLES, LLC, etc. v. GABLES INVESTMENT HOLDINGS, LLC, etc.
Under Tooley, “[i]f the contractual rights of the limited partners are ‘independent’ of the partnership’s rights, then the claims will be considered direct.” El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1262 (Del. 2016) (quoting Tooley, 845 A.2d at 1035 )).
discussed
Cited as authority (rule)
New Enterprise Associates 14, L.P. v. Rich
The purpose clause limits the ultra vires acts and the implications of Section 124 of the DGCL), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016) (rejecting Carsanaro’s analysis of post-merger derivative standing). 98 See Rauterberg & Talley, supra, at 1090 (explaining that a Delaware corporation could “cabin the breadth of the [corporate opportunity] doctrine by narrowing the purpose articulated in its charter to specified lines of business, effectively using that scope limitation to cabin the reach of all corporate activity”…
discussed
Cited as authority (rule)
TEUZA - A Fairchild Technology Venture Ltd. v. Mark Lindon
Ch. 2013) (noting that theory encompasses claims of breach of fiduciary duty and aiding and abetting), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016). 81 The absence of an explicit conspiracy claim is not fatal for jurisdictional purposes.
discussed
Cited as authority (rule)
New Enterprise Associates 14, L.P. v. Rich
Ch. 2013) (holding that interested recapitalization involving dilutive issuance inflicted an injury that was primarily direct but, at a minimum, both derivative and direct), abrogated in part by El Paso, 152 A.3d at 1264 (rejecting analysis of dilution claim as having both direct and derivative components). 60 would flow to the corporation, either by returning some or all of the shares to the corporate treasurer or through a monetary award to the corporation.27 Because the disclosure claim is derivative, the closing of the Snyk Merger deprived the plaintiffs of standing to pursue their disclos…
discussed
Cited as authority (rule)
Cody Laidlaw v. GigAcquisitions2, LLC
When assessing a motion to dismiss under Rule 12(b)(6): (i) all well-pleaded factual allegations are accepted as true; (ii) even vague allegations are “well-pleaded” if they give the opposing party notice of the claim; (iii) the Court must draw all reasonable inferences in favor of the non-moving party; and [(iv)] dismissal is inappropriate unless the “plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances susceptible of proof.”90 restoration of value to the Company that indirectly benefitted stockholders pro rata would be inapt”). 88 El Paso…
discussed
Cited as authority (rule)
Harris v. Harris
Ch. 2013) (noting that theory encompasses claims of breach of fiduciary duty and aiding and abetting), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016); In re Tilray, Inc. Reorganization Litig., 2021 WL 2199123 , at *19 (Del.
discussed
Cited as authority (rule)
Harris v. Harris
Ch. 2013) (noting that theory encompasses claims of breach of fiduciary duty and aiding and abetting), abrograted on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016); In re Tilray, Inc. Reorganization Litig., 2021 WL 2199123 , at *19 (Del.
discussed
Cited as authority (rule)
Bako Pathology LP v. Bakotic
Aug. 16, 2022). 51 Brookfield Asset Mgmt., Inc. v. Rosson, 261 A.3d 1251 , 1262 (Del. 2021) (citing El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016)). 52 Bhole, Inc. v. Shore Invs., Inc., 67 A.3d 444, 449 (Del. 2013). 53 Sternberg v. Nanticoke Mem’l Hosp., Inc., 62 A.3d 1212, 1220 (Del. 2013). 54 Scion Breckenridge Managing Member, LLC v. ASB Allegiance Real Estate Fund, 68 A.3d 665, 675 (Del. 2013) (internal citations omitted). 19 the trial court’s “factual findings unless they are clearly erroneous.”55 III.
cited
Cited as authority (rule)
XRI Investment Holdings LLC v. Holifield
Ch. 2013) (discussing ultra vires doctrine), abrogated on other grounds by El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016).
cited
Cited as authority (rule)
XRI Investment Holdings LLC v. Holifield
Ch. 2013) (discussing ultra vires doctrine), abrogated on other grounds by El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016).
discussed
Cited as authority (rule)
SDF Funding LLC v. STanly B. Fry
The “complete failure of justice” standard focuses on the ability to access “judicial machinery” to remedy alleged harm to a corporation or its residual claimants.32 Delaware courts have extended the doctrine of equitable standing where alternative avenues of remedying harm to the corporation and its residual claimants are foreclosed.33 Delaware P’rs (DE) GP, LP, 246 A.3d 121 , 130 (Del. 2019) (same); El Paso Pipeline GP Co. LLC v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016) (same); Drachman v. Cukier, 2021 WL 5045265 , at *6 (Del.
discussed
Cited as authority (rule)
Maheep Goyal v. Anthony Durkacz
Goyal lacks standing to pursue this action regardless of which provision of Rule 12 applies. 24 Dkt. 21. 25 El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1257 (Del. 2016) (“[T]he question of derivative standing is ‘properly a threshold question that the Court may not avoid.’” (quoting Gerber v. EPE Hldgs., 2013 WL 209658 , at *12 (Del.
discussed
Cited as authority (rule)
Walter E. Ryan, Jr. v. Buckeye Partners, L.P., et a.
Section 7.9(c) declares that the General Partner “shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby or under the Delaware 80 See El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1260 (Del. 2016). 81 6 Del.
examined
Cited as authority (rule)
In Re: MultiPlan Corp. Stockholders Litigation
(3×)
also: Cited "see"
I address each argument in turn. 94 El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1265 (Del. 2016); see In re J.P.
examined
Cited as authority (rule)
Brookfield Asset Management, Inc. v. Rosson
(4×)
In corporate derivative litigation, for example, a plaintiff’s standing is extinguished as a result of loss of plaintiff’s status as a stockholder.35 Once standing is 30 El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016). 31 El Paso, 152 A.3d at 1256 (citing Schoon v. Smith, 953 A.2d 196, 200 (Del. 2008)). 32 Id. (quoting Ala. By-Prod.
cited
Cited as authority (rule)
Miller v. Brightstar Asia, Ltd.
Mar. 31, 2017) (citing El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016)) Hl.
cited
Cited as authority (rule)
Symbiont.io, Inc. v. Ipreo Holdings, LLC
Ch. 2013), abrogated on other grounds by El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016) (rejecting Carsanaro’s analysis of post-merger derivative 92 standing).
discussed
Cited as authority (rule)
OptimisCorp v. William Atkins
Therefore, any damages recovery would flow only to JPMC, not to the shareholder class.”); El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016) (“As to the second prong of Tooley, the benefit of any recovery must flow solely to the Partnership.
discussed
Cited as authority (rule)
DNREC v. Food & Water Watch
In this instance, the Court has determined that whether DNREC has standing to appeal is logically antecedent to mootness. 17 See El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016) (“Whether a party has standing is a question of law that it subject to de novo review.” (citing Schoon v. Smith, 953 A.2d 196, 200 (Del. 2007))); Off. of the Comm’r, Del.
discussed
Cited as authority (rule)
In re CBS Corporation Stockholder Class Action and Derivative Litigation
Ch. 2005), aff’d, 906 A.2d 766 (Del. 2006) (holding a claim that the exchange ratio in a stock-for- stock merger was unfair to stockholders of acquiring corporation was a derivative claim for overpayment). 326 El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1265 (Del. 2016) (Strine, C.J., concurring); see also Gentile v. Rossette, 906 A.2d 91, 99 (Del. 2006) (“In the typical corporate overpayment case, a claim against the corporation’s fiduciaries for redress is regarded as exclusively derivative, irrespective of whether the currency or form of overpayment is cash or the …
discussed
Cited as authority (rule)
Daniel J. Riskin, M.D. v. Brenton Burns
(2×)
Ch. 2007), aff’d, 951 A.2d 727 (Del. 2008)). 57 See 152 A.3d 1248 (Del. 2016). 58 Id. at 1264. 32 value and voting power from the minority stockholders to the controlling stockholder,” and declined to apply Gentile on this basis. 59 “In the wake of El Paso, [the Court of Chancery] has exercised caution in applying the Gentile framework, commenting in one case that ‘[w]hether Gentile is still good law is debatable’ and finding in another that ‘Gentile must be limited to its facts.’” 60 Two decisions of this court have declined to apply the Gentile framework in cases challenging …
discussed
Cited as authority (rule)
Deluca v. GPB Automotive Portfolio, LP
(2×)
Id. at 20-21; Pls.” Omnibus Opp. at 43-44. 226 See El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1260 (Del. 2016); Stone ex rel.
examined
Cited as authority (rule)
IN RE TERRAFORM POWER, INC. STOCKHOLDER LITIGATION
(4×)
June 28, 2019). 132 El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1256 (Del. 2016). 133 Dover Historical Soc’y. v. City of Dover Planning Comm’n, 838 A.2d 1103, 1110 (Del. 2003) (citations and internal quotation marks omitted). 134 845 A.2d 1031 (Del. 2004). 24 determination of whether a stockholder’s claim is direct or derivative “must turn solely on the following questions: (1) who suffered the alleged harm (the corporation or the suing stockholders, individually); and (2) who would receive the benefit of any recovery or other remedy (the corporation or the stockhol…
discussed
Cited as authority (rule)
Rop v. Federal Housing Finance Agency
(2×)
also: Cited "see"
Plaintiffs’ argument is contrary to Delaware law, which rejects the notion that “the extraction of solely economic value from the minority by a controlling stockholder constitutes direct injury.” El Paso Pipeline GP Co. v. Brinckerhoff, 152 A.3d 1248, 1264 (Del. 2016).
discussed
Cited as authority (rule)
Schiff v. ZM Equity Partners, LLC
Additionally, “to prove that a claim is direct, a plaintiff must demonstrate that the duty breached was owed to the stockholder and that he or she 18 can prevail without showing an injury to the corporation.” El Paso Pipeline GP Co., L.L.C. v. Brinckerhoff, 152 A.3d 1248, 1260 (Del. 2016) (quotation marks omitted).
examined
Cited as authority (rule)
Dr. Thomas Markusic v. Michael Blum
(4×)
Ch. 2007), aff’d, 951 A.2d 727 (Del. 2008)). 24 152 A.3d 1248 (Del. 2016). 25 Id. at 1264. 26 Id. at 1263.
Retrieving the full opinion text from the archive…
EMPLOYEES RETIREMENT SYSTEM OF THE CITY OF ST. LOUIS, Below
v.
TC PIPELINES GP, INC., Transcanada American Investments, Ltd., and Transcanada Corporation, Below, and TC Pipelines, LP, Nominal Below
v.
TC PIPELINES GP, INC., Transcanada American Investments, Ltd., and Transcanada Corporation, Below, and TC Pipelines, LP, Nominal Below
No. 291, 2016.
Supreme Court of Delaware.
Dec 19, 2016.
Cited by 6 opinions | Published
Court Below: Court of Chancery of the State of Delaware, No. 11603-VCG
AFFIRMED.