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18 Delaware opinions name it 3 courts 1928–2026 6 in the last five years
The cases below were cited by Delaware courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Aronson v. Lewisgreen2 sentences2018Second, it is a suit by the corporation, asserted by the shareholders on its behalf, against those liable to it.' " (quoting Aronson v. Lewis , 473 A.2d 805 , 811 (Del. 1984) )); Zapata Corp. v. Maldonado , 430 A.2d 779 , 784 (Del. 1981) (describing " 'two phases' of a derivative suit, the stockholder's suit to compel the corporation to sue and the corporation's suit"); Ross v. Bernhard , 396 U.S. 531 , 534-35, 90 S.Ct. 733 , 24 L.Ed.2d 729 (1970) (describing "the dual nature of the stockholder's action: first, the plaintiff's right to sue on behalf of the corporation and, second, the merits o 1991Aronson v. Lewis, Del.Supr., 473 A.2d 805, 811 (1984). | 1 | 2 |
The Honorable Karen Weldin Stewart, CIR-ML, Insurance Commissioner v. Wilmington Trust SP Services, Inc.green1 sentence2024For purposes of in pari delicto, if a party acts “solely to advance his own personal financial interest, rather than that of the corporation itself, the adverse interest exception comes into play and permits 37 the corporation to state a claim[.]” Stewart, 112 A.3d at 309 (cleaned up). | 1 | 1 |
Staar Surgical Co. v. Waggonergreen1 sentence2022On the second point, see Waggoner v. Laster, 581 A.2d 1127 , 1136–37 (Del. 1990), holding that stock was incurably void ab initio because the provision in the corporate charter giving the board blank check authority to issue preferred stock did not encompass the issuance of preferred stock with super-majority voting rights, despite the DGCL authorizing a corporation to claim that power. 71 See, e.g., STAAR Surgical, 588 A.2d at 1137 (holding that failure to comply with statutory requirements for authorizing stock rendered issuance of shares void ab initio). 126 Void acts create serious difficu | 1 | 1 |
West Coast Management & Capital, LLC v. Carrier Access Corp.green1 sentence2020Or the court, when assessing the propriety of a stockholder’s purpose, can imply—as it did in West Coast Management & Capital, LLC v. Carrier Access Corp.63 (“West Coast Management”) and Pershing 62 Id. at 115 (“The stated purpose of Saito’s demand was: (1) to further investigate breaches of fiduciary duties by the boards of directors of HBO & Co., Inc., McKesson, Inc., and/or McKesson HBOC, Inc. related to their oversight of their respective company’s accounting procedures and financial reporting; (2) to investigate potential claims against advisors engaged by McKesson, Inc. and HBO & Co, Inc | 1 | 1 |
Saito v. McKesson HBOC, Inc.green1 sentence2020Or the court, when assessing the propriety of a stockholder’s purpose, can imply—as it did in West Coast Management & Capital, LLC v. Carrier Access Corp.63 (“West Coast Management”) and Pershing 62 Id. at 115 (“The stated purpose of Saito’s demand was: (1) to further investigate breaches of fiduciary duties by the boards of directors of HBO & Co., Inc., McKesson, Inc., and/or McKesson HBOC, Inc. related to their oversight of their respective company’s accounting procedures and financial reporting; (2) to investigate potential claims against advisors engaged by McKesson, Inc. and HBO & Co, Inc | 1 | 1 |
Rales v. Blasband Ex Rel. Easco Hand Tools, Inc.red2 sentences2018EZCORP , 130 A.3d at 945 ; see also id. at 943 ("As a matter of Delaware law, a stockholder whose litigation efforts are opposed by the corporation does not have authority to sue on behalf of the corporation until there has been a finding of demand excusal or wrongful refusal ...." (citing Rales v. Blasband , 634 A.2d 927 , 932 (Del. 1993) )); id. at 944 ("The right to bring a derivative action does not come into existence until the plaintiff shareholder has made a demand on the corporation to institute such an action or until the shareholder has demonstrated that demand would be futile." (quo 2018EZCORP , 130 A.3d at 945 ; see also id. at 943 ("As a matter of Delaware law, a stockholder whose litigation efforts are opposed by the corporation does not have authority to sue on behalf of the corporation until there has been a finding of demand excusal or wrongful refusal ...." (citing Rales v. Blasband , 634 A.2d 927 , 932 (Del. 1993) )); id. at 944 ("The right to bring a derivative action does not come into existence until the plaintiff shareholder has made a demand on the corporation to institute such an action or until the shareholder has demonstrated that demand would be futile." (quo | 1 | 1 |
Herr v. Stategreen2 sentences2018EZCORP , 130 A.3d at 945 ; see also id. at 943 ("As a matter of Delaware law, a stockholder whose litigation efforts are opposed by the corporation does not have authority to sue on behalf of the corporation until there has been a finding of demand excusal or wrongful refusal ...." (citing Rales v. Blasband , 634 A.2d 927 , 932 (Del. 1993) )); id. at 944 ("The right to bring a derivative action does not come into existence until the plaintiff shareholder has made a demand on the corporation to institute such an action or until the shareholder has demonstrated that demand would be futile." (quo 2018EZCORP , 130 A.3d at 945 ; see also id. at 943 ("As a matter of Delaware law, a stockholder whose litigation efforts are opposed by the corporation does not have authority to sue on behalf of the corporation until there has been a finding of demand excusal or wrongful refusal ...." (citing Rales v. Blasband , 634 A.2d 927 , 932 (Del. 1993) )); id. at 944 ("The right to bring a derivative action does not come into existence until the plaintiff shareholder has made a demand on the corporation to institute such an action or until the shareholder has demonstrated that demand would be futile." (quo | 1 | 1 |
Levine v. Smithgreen1 sentence1992As we have previously stated, “[a] shareholder derivative suit is a uniquely equitable remedy in which a shareholder asserts on behalf of a corporation a claim belonging not to the shareholder, but to the corporation.” Levine v. Smith, Del.Supr., 591 A.2d 194, 200 (1991). | 1 | 1 |
Wax v. Riverview Cemetery Co.green2 sentences1956See Wax v. Riverview Cemetery Co., 2 Terry 424, 24 A. 2d 431 ; Civil Rule 4(f) (4), Del. 1956See Wax v. Riverview Cemetery Co., 2 Terry 424, 24 A. 2d 431 ; Civil Rule 4(f) (4), Del. | 1 | 1 |
Hottenstein v. York Ice MacHinery Corporationgreen1 sentence1946Moreover, the Federal Court pointed out that “There was no evidence submitted which purported to be an estimate of the actual fair value of the fixed assets of the defendant.” Hottenstein, et al., v. York Ice Machinery Corp., 45 F.Supp. 436, 438. | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Waggoner v. Laster
green
2 sentences2022On the second point, see Waggoner v. Laster, 581 A.2d 1127 , 1136–37 (Del. 1990), holding that stock was incurably void ab initio because the provision in the corporate charter giving the board blank check authority to issue preferred stock did not encompass the issuance of preferred stock with super-majority voting rights, despite the DGCL authorizing a corporation to claim that power. 127 decision-makers failed to comply with statutory or charter-based requirements specifying the manner in which the state permits the corporation to exercise its powers. 71 Void acts create serious difficultie 2022On the second point, see Waggoner v. Laster, 581 A.2d 1127 , 1136–37 (Del. 1990), holding that stock was incurably void ab initio because the provision in the corporate charter giving the board blank check authority to issue preferred stock did not encompass the issuance of preferred stock with super-majority voting rights, despite the DGCL authorizing a corporation to claim that power. 71 See, e.g., STAAR Surgical, 588 A.2d at 1137 (holding that failure to comply with statutory requirements for authorizing stock rendered issuance of shares void ab initio). 126 Void acts create serious difficu | 2 | 2022–2022 |
In re Northeastern Water Co.
green
2 sentences1959He distinguished this case from the case of In re Northeastern Water Company, 28 Del.Ch. 139, 38 A.2d 918 , relied on by appellant, by saying that since that decision was made, §262, applicable to that case, was amended by imposing upon the corporation a requirement that it notify stockholders by registered mail, return receipt requested, of the filing and recording of the Merger Agreement. 1959He distinguished this case from the case of In re Northeastern Water Company, 28 Del.Ch. 139, 38 A.2d 918 , relied on by appellant, by saying that since that decision was made, §262, applicable to that case, was amended by imposing upon the corporation a requirement that it notify stockholders by registered mail, return receipt requested, of the filing and recording of the Merger Agreement. | 2 | 1959–1959 |
Optimiscorp v. Waite
green
2 sentences2026In a Delaware corporation, the directors of the corporation manage the corporation and that principle is statutorily enshrined in Section 141(a).”); id. at *67 (“I find the case law supporting Plaintiffs’ argument to be unsound and I decline to follow it.”). 385 Id. at *67 (cleaned up). 386 Id. 387 OptimisCorp II, 2016 WL 2585871, at *2 . 2026In a Delaware corporation, the directors of the corporation manage the corporation and that principle is statutorily enshrined in Section 141(a).”); id. at *67 (“I find the case law supporting Plaintiffs’ argument to be unsound and I decline to follow it.”). 385 Id. at *67 (cleaned up). 386 Id. 387 OptimisCorp II, 2016 WL 2585871, at *2 . | 1 | 2026–2026 |
American International Group, Consol. Deriv. Lit.
green
1 sentence2024“In that unusual context, it can be said that the corporation, although responsible to innocent third parties and the polity for any offense to them, is more conspired against than a conspirator.” AIG II, 976 A.2d at 891 . | 1 | 2024–2024 |
Shiftan v. Morgan Joseph Holdings, Inc.
green
2 sentences2024“A certificate of incorporation is a contract among the stockholders of the corporation to which the standard rules of contract interpretation apply.”118 “Contracts are to be interpreted as written, and effect must be given to their clear and unambiguous terms.”119 Article 2.1 of the Charter provided as follows: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (including a Deemed Liquidation Event . . . the holders of shares of Preferred Stock then outstanding shall be entitled to be paid, on a pari passu basis, out of the assets of the Cor 2024“A certificate of incorporation is a contract among the stockholders of the corporation to which the standard rules of contract interpretation apply.”118 “Contracts are to be interpreted as written, and effect must be given to their clear and unambiguous terms.”119 Article 2.1 of the Charter provided as follows: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (including a Deemed Liquidation Event . . . the holders of shares of Preferred Stock then outstanding shall be entitled to be paid, on a pari passu basis, out of the assets of the Cor | 1 | 2024–2024 |
Reis v. Hazelett Strip-Casting Corp.
green
1 sentence2022In Reis, the court held the directors and the corporation jointly and severally liable for the entire judgment, 28 A.3d at 479 , meaning the corporation was liable for violation of Section 155(2). 70 Defs.’ Op. Br. 21–22. 71 See Defs.’ Reply Br. 14–16. 32 fair value for stockholders’ fractional interests. | 1 | 2022–2022 |
Kaplan v. Peat, Marwick, Mitchell & Co.
green
1 sentence2018EZCORP , 130 A.3d at 945 ; see also id. at 943 ("As a matter of Delaware law, a stockholder whose litigation efforts are opposed by the corporation does not have authority to sue on behalf of the corporation until there has been a finding of demand excusal or wrongful refusal ...." (citing Rales v. Blasband , 634 A.2d 927 , 932 (Del. 1993) )); id. at 944 ("The right to bring a derivative action does not come into existence until the plaintiff shareholder has made a demand on the corporation to institute such an action or until the shareholder has demonstrated that demand would be futile." (quo | 1 | 2018–2018 |
Zapata Corp. v. Maldonado
green
1 sentence2018Second, it is a suit by the corporation, asserted by the shareholders on its behalf, against those liable to it.' " (quoting Aronson v. Lewis , 473 A.2d 805 , 811 (Del. 1984) )); Zapata Corp. v. Maldonado , 430 A.2d 779 , 784 (Del. 1981) (describing " 'two phases' of a derivative suit, the stockholder's suit to compel the corporation to sue and the corporation's suit"); Ross v. Bernhard , 396 U.S. 531 , 534-35, 90 S.Ct. 733 , 24 L.Ed.2d 729 (1970) (describing "the dual nature of the stockholder's action: first, the plaintiff's right to sue on behalf of the corporation and, second, the merits o | 1 | 2018–2018 |
Ross v. Bernhard
green
2 sentences2018Second, it is a suit by the corporation, asserted by the shareholders on its behalf, against those liable to it.' " (quoting Aronson v. Lewis , 473 A.2d 805 , 811 (Del. 1984) )); Zapata Corp. v. Maldonado , 430 A.2d 779 , 784 (Del. 1981) (describing " 'two phases' of a derivative suit, the stockholder's suit to compel the corporation to sue and the corporation's suit"); Ross v. Bernhard , 396 U.S. 531 , 534-35, 90 S.Ct. 733 , 24 L.Ed.2d 729 (1970) (describing "the dual nature of the stockholder's action: first, the plaintiff's right to sue on behalf of the corporation and, second, the merits o 2018Second, it is a suit by the corporation, asserted by the shareholders on its behalf, against those liable to it.' " (quoting Aronson v. Lewis , 473 A.2d 805 , 811 (Del. 1984) )); Zapata Corp. v. Maldonado , 430 A.2d 779 , 784 (Del. 1981) (describing " 'two phases' of a derivative suit, the stockholder's suit to compel the corporation to sue and the corporation's suit"); Ross v. Bernhard , 396 U.S. 531 , 534-35, 90 S.Ct. 733 , 24 L.Ed.2d 729 (1970) (describing "the dual nature of the stockholder's action: first, the plaintiff's right to sue on behalf of the corporation and, second, the merits o | 1 | 2018–2018 |
Brehm v. Eisner
green
1 sentence2016The Allocation Clause simply does not apply to the case at hand. 22 Id., at Endorsement No.: 17 § 3. 23 REFCO Group Ltd., LLC v. Cantor Fitzgerald, L.P., No. 13 Civ. 1654(RA), 2014 WL 2610608 , at *12 (June 10, 2014 S.D.N.Y.) (quoting Levine v. Smith, 591 A.2 194 (Del. 1991), overruled on other grounds by Brehm v. Eisner, 746 A.2d 244 (Del. 2000)) (“A shareholder derivative suit is a uniquely equitable remedy in which a shareholder asserts on behalf of a corporation a claim belonging not to the shareholder, but to the corporation.”). 24 XL Specialty Insurance Company’s Opening Brief in Support | 1 | 2016–2016 |
Oklahoma Press Publishing Co. v. Walling
green
2 sentences1985Co. v. Walling, 327 U.S. 186 , 66 S.Ct. 494 , 90 L.Ed. 614 (1946); United States v. Reno, supra; People Ex Rel. 1985Co. v. Walling, 327 U.S. 186 , 66 S.Ct. 494 , 90 L.Ed. 614 (1946); United States v. Reno, supra; People Ex Rel. | 1 | 1985–1985 |
United States v. W. F. Reno, A/K/A Bill Reno
green
1 sentence1985Co. v. Walling, 327 U.S. 186 , 66 S.Ct. 494 , 90 L.Ed. 614 (1946); United States v. Reno, supra; People Ex Rel. | 1 | 1985–1985 |
In re Diamond State Brewery, Inc.
green
2 sentences1947In re Diamond State Brewery, Inc., 22 Del.Ch. 364 , 2 A.2d 254 . 1947In re Diamond State Brewery, Inc., 22 Del.Ch. 364 , 2 A.2d 254 . | 1 | 1947–1947 |
Armstrong v. Emmerson
neutral
2 sentences1928Armstrong v. Emmerson, 300 Ill. 54 , 132 N. E. 768 , 18 A. L. 1928Armstrong v. Emmerson, 300 Ill. 54 , 132 N. E. 768 , 18 A. L. | 1 | 1928–1928 |
Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.