Justia Business Law Opinion Summaries

Two shareholders brought a derivative action on behalf of two Maryland closed-end investment funds against the funds’ investment adviser and members of the funds’ board of directors. The shareholders alleged that the board’s failure to control the funds’ use of leverage led to substantial losses during a downturn in the energy sector, and that the investment adviser benefited from the increased leverage through higher fees. The board consisted of five directors, four of whom were allegedly independent, and one who was the chief executive officer of the adviser. The board renewed the adviser’s contract and took defensive actions after the losses were realized. The shareholders did not make a pre-suit demand on the board before filing suit, claiming that such a demand would have been futile.The Circuit Court for Baltimore City dismissed the derivative claim with prejudice, finding that the shareholders had not pleaded sufficient facts to excuse the demand requirement under Maryland law. The court reviewed each allegation and concluded that none established demand futility. The Appellate Court of Maryland affirmed, holding that the allegations indicated only that a demand was unlikely to succeed, not that it was futile. The appellate court also rejected the shareholders’ argument that potential personal liability for directors constituted a disabling conflict sufficient to excuse demand.The Supreme Court of Maryland affirmed the lower courts’ decisions. It clarified that under Werbowsky v. Collomb, the futility exception is satisfied only if shareholders clearly and particularly allege that a majority of the board could not consider a litigation demand in accordance with the statutory standard of conduct for directors. The court held that futility depends on the board’s capacity to consider a demand, not on the likelihood of refusal, and that allegations of potential personal liability or hostility to litigation do not excuse the demand requirement. The judgment of the Appellate Court of Maryland was affirmed. View "Nathanson v. Tortoise Capital Advisors" on Justia Law

A major radio broadcasting company sought to purchase national radio audience data from a market research firm, which is the sole supplier of such data in the United States. The broadcaster also desired to buy the firm’s local radio audience data in select markets, while sourcing local data from a competitor in other markets. In 2024, the research firm instituted a policy requiring national broadcasters to purchase its local data in every market where they operate in order to access the full national report. This policy forced the broadcaster to choose between buying all local data from the firm or losing access to the essential national data product.The broadcaster sued in the United States District Court for the Southern District of New York, alleging that the firm’s policy constituted an unlawful tying arrangement under the Sherman Act. After discovery and a hearing, the district court found that the firm used its monopoly power in the national data market to coerce customers into buying local data products, resulting in anticompetitive effects in local markets by excluding competitors. The district court granted a preliminary injunction prohibiting the firm from enforcing its tying policy and from charging commercially unreasonable rates for the national report as a standalone product. The firm’s subsequent counterclaims and the broadcaster’s bankruptcy petition led the district court to stay litigation of the counterclaims, but not the broadcaster’s claims.The United States Court of Appeals for the Second Circuit reviewed the district court’s order for abuse of discretion. The appellate court held that constructive tying—where pricing effectively conditions the purchase of one product on another—can violate the Sherman Act. It affirmed the district court’s findings regarding coercion, anticompetitive effects, irreparable harm, and the tailored injunction, and held that the bankruptcy did not require a stay of the appeal. The preliminary injunction was affirmed. View "Cumulus Media New Holdings Inc. v. The Nielsen Co. (US), LLC" on Justia Law

A China-based company sought to invest indirectly in SpaceX by becoming a limited partner in a Delaware fund, despite SpaceX’s preferences against China-based investors and public disclosure. The fund’s principal allowed the company’s investment and negotiated disclosure terms, which the company followed. The disclosure, accompanied by a press release, attracted significant media attention. When SpaceX learned of the investment through the media, it objected and refused to allow the fund to purchase its shares with the company as a partner. To appease SpaceX, the fund’s principal initially asked the company to withdraw voluntarily, but ultimately removed it unilaterally. The company’s investment was returned, and the fund later purchased SpaceX shares at a higher price.The company sued the fund, its general partner, and the principal in the Court of Chancery of the State of Delaware, alleging breaches of fiduciary duty and the partnership agreement. At summary judgment, the court held that the company’s disclosure was permitted. After trial, it found that the company had not proved breach of loyalty or care, applying the business judgment rule. However, it found a breach of the “duty of candor” in communications surrounding the forced withdrawal, awarding nominal damages and nearly $16 million in attorneys’ fees. Both sides appealed some rulings.The Supreme Court of the State of Delaware affirmed the Court of Chancery’s application of the business judgment rule and its finding of no breach of loyalty or care, as well as its interpretation of the forum-selection clause. It also affirmed the nominal damages award for the breach of the duty to communicate honestly. However, it reversed the award of attorneys’ fees, holding that fee-shifting was not warranted under the circumstances where the plaintiff prevailed only on a minor issue and failed to prove causation or damages. View "Leo Investments Hong Kong Limited v. Tomales Bay Capital Anduril III, L.P." on Justia Law

Axsome Therapeutics, Inc., a biopharmaceutical company, developed AXS-07, an experimental migraine treatment. Beginning in late 2019, Axsome and its officers made public statements about AXS-07’s regulatory prospects and estimated filing dates for FDA approval, which plaintiffs allege were false and misleading because they omitted significant manufacturing and control deficiencies. Throughout 2020 and 2021, Axsome repeatedly delayed the expected FDA filing date for AXS-07. In April 2022, Axsome disclosed that the FDA had identified unresolved issues, causing its stock price to drop.After these disclosures, Axsome faced related litigation in the United States District Court for the Southern District of New York, including a securities class action and derivative lawsuits. The Securities Action was ultimately settled in 2026. The federal derivative suits were consolidated and stayed during the securities litigation. Meanwhile, in April and May 2025, plaintiffs in this Delaware action sent Section 220 books and records demands to Axsome, seeking company documents before filing suit. Axsome produced documents in September 2025, and the plaintiffs then filed this derivative lawsuit in the Court of Chancery of the State of Delaware.The Court of Chancery ruled that the plaintiffs’ claims were untimely under the doctrine of laches, applying Delaware’s three-year statute of limitations by analogy. The court held that the claims accrued by April 22, 2022, at the latest, and that neither the late and informally served Section 220 demands nor the existence of federal litigation tolled or excused the delay. The Court of Chancery concluded that the mere transmission of books and records demands did not suspend the limitations period, found no extraordinary circumstances to rebut the presumption of prejudice, and dismissed the complaint with prejudice as time-barred. View "In Re Axsome Therapeutics, Inc. Stockholder Derivative Litigation" on Justia Law

Four former employees of an agricultural products and services company resigned and soon after began working for a competitor. The company alleged that these employees breached their duty of loyalty, misappropriated trade secrets in violation of federal and state law, and tortiously interfered with its business relationships. The employees were paid by both companies for a two-week period during the transition. In total, at least eleven employees moved from the plaintiff company to the competitor during the same period.After the company filed suit in the United States District Court for the District of Nebraska, several discovery disputes arose. The magistrate judge and the district court denied the company’s attempts to obtain discovery from the competitor before seeking discovery from the employees and found the company’s identification of trade secrets to be overly broad and nonspecific. The company’s subsequent motion to compel discovery from the employees was denied on procedural grounds for failing to follow court-ordered procedures, and the district court affirmed this decision. The company also unsuccessfully requested a stay of summary judgment, which the district court denied as untimely.On summary judgment, the district court dismissed most of the company’s claims, finding insufficient evidence to support the trade secrets, tortious interference, and most duty of loyalty claims, but allowed a limited claim regarding dual employment during the two-week period to proceed. The parties later stipulated to dismiss this remaining claim without prejudice.The United States Court of Appeals for the Eighth Circuit reviewed the case and affirmed the district court’s orders in full. The appellate court held that the district court did not abuse its discretion in its discovery rulings or in denying a stay. It further held that summary judgment was properly granted for the employees on all claims due to the company’s failure to identify specific trade secrets, provide admissible evidence of breach, or substantiate tortious interference. View "Wilbur-Ellis Company v. Gompert" on Justia Law

A company that had succeeded Bed Bath & Beyond after bankruptcy sued two investment entities, asserting that they owed the company profits made from short-term trading of its stock. Before the bankruptcy, Bed Bath & Beyond had sold derivative securities to the investment entities, giving them the right to acquire large amounts of its stock at a discount. However, the contracts for these derivatives included “blocker” provisions, which stated that the investment entities could not acquire more than 9.99% of the company’s stock at any time. The investment entities repeatedly exercised their rights under these contracts, buying and selling shares while maintaining their holdings below the 10% threshold.The United States District Court for the Southern District of New York reviewed the case after the successor company filed suit, arguing that the contractual blockers were illusory and that, in substance, the investment entities effectively had the right to acquire more than 10% of the stock, triggering liability under section 16(b) of the Securities Exchange Act of 1934. The district court dismissed the complaint, finding that the blockers were valid and shielded the defendants from section 16(b) liability.On appeal, the United States Court of Appeals for the Second Circuit reviewed the district court’s dismissal de novo. The court held that effective and enforceable contractual blockers, which cap an investor's beneficial ownership below 10% and are not sham provisions, prevent section 16(b) liability for short-swing profits. The court found no plausible allegations that the blockers were illusory or that the investment entities ever exceeded the 10% threshold. The Court of Appeals also rejected arguments that the parties’ contractual arrangements were part of a scheme to evade regulatory obligations. The judgment of the district court was affirmed in full. View "20230930-DK-BUTTERFLY-1,INC. v. HBC Invs. LLC" on Justia Law

A private equity firm, through affiliated entities, sought to acquire an automobile components manufacturer from its founder and CEO. During the negotiations, the CEO learned from two major customers that they intended to significantly reduce future orders, including ending purchases of certain products. He updated sales projections with this information, but concealed the scope of these changes during due diligence and in the final agreement. The CEO warranted in the agreement that he was unaware of any material changes in business terms with these customers. The transaction closed for $100 million, after which the buyers discovered the reduction in orders. This caused a loan default and forced them to invest an additional $37 million. The buyers then sued for common law fraud, alleging reliance on false warranties.The Superior Court of the State of Delaware held a five-day bench trial. It found that the CEO’s warranties were false and that he intended to defraud the buyers. However, it concluded that the buyers’ reliance was not justifiable because they were “willfully blind,” having failed to properly investigate several “red flags” during due diligence. As a result, the court entered judgment for the CEO, finding that the buyers had not met their burden to prove fraud. The buyers appealed on the issue of justifiable reliance, and the CEO cross-appealed on falsity, scienter, and the evidentiary standard.The Supreme Court of the State of Delaware affirmed the lower court’s findings regarding the falsity of the warranties and the CEO’s intent to defraud, and clarified that the proper evidentiary standard for common law fraud is preponderance of the evidence. However, it reversed the finding regarding justifiable reliance, holding that the buyers’ reliance on the CEO’s warranties was justified despite missed opportunities during due diligence. The case was remanded to the Superior Court for a determination of damages. View "Paragon Metals Holdings, LLC v. Smith" on Justia Law

A religious nonprofit organization sought to purchase a former university campus property after being selected as the winning bidder in a competitive process conducted by a state university system. Following the public announcement of the award, there was significant public opposition to the sale, particularly due to the religious nature of the winning bidder. Two unsuccessful bidders filed administrative protests, raising both procedural and substantive objections, including criticism of the university's decision to sell to a religious organization. The university's designated official initially denied these protests, but upon further internal review, a higher-level administrator determined that a flaw in the bid evaluation process—specifically, the failure to consider cost-saving proposals for existing infrastructure—warranted rescinding the award and restarting the process. In the new round, the property was awarded to a different bidder who scored higher under revised criteria.The original winning bidder, the religious organization, challenged the university's decision in the United States District Court for the District of Maine, alleging violations of the Equal Protection and Free Exercise Clauses of the U.S. Constitution. The district court denied the plaintiff’s motions for a temporary restraining order and a preliminary injunction, finding that the plaintiff failed to show a likelihood of success on the merits of either claim. The court credited testimony that the university’s decision was motivated by cost-saving considerations rather than religious bias, and found no clear evidence of procedural irregularity or pretext.On appeal, the United States Court of Appeals for the First Circuit reviewed the denial of the preliminary injunction for abuse of discretion. The Court affirmed the district court’s decision, holding that the lower court applied the correct legal standards and did not clearly err in its factual findings. The Court concluded that the plaintiff failed to demonstrate a likelihood of success on the merits of its constitutional claims. View "Calvary Chapel Belfast v. University of Maine System" on Justia Law

Alta Power, L.L.C. sought to build peaker plants in Texas using refurbished turbines, ultimately contracting with WattStock, which collaborated with General Electric International, Inc. (GE) as a subcontractor. Alta and WattStock’s Master Agreement included a mutual waiver of consequential damages for claims “arising out of or connected in any way to” the agreement, covering both parties and their subcontractors. The turbine arrangement failed in 2020, leading to litigation among Alta, WattStock, and later GE. WattStock filed for bankruptcy and removed the case to the United States District Court for the Northern District of Texas. Alta sought consequential damages from GE, alleging tortious conduct, fraudulent inducement, and arguing the waiver did not apply to intentional torts.The district court for the Northern District of Texas granted summary judgment to GE, holding that GE, as WattStock’s subcontractor, was an intended third-party beneficiary of the consequential-damages waiver. The court found the waiver enforceable under Texas law, even in the face of alleged fraudulent inducement, referencing Bombardier Aerospace Corp. v. SPEP Aircraft Holdings, LLC, 572 S.W.3d 213 (Tex. 2019), and concluded that the waiver applied to all causes of action, including intentional torts. The district court dismissed all claims by Alta with prejudice, except for GE’s breach of contract claim, which was also dismissed.The United States Court of Appeals for the Fifth Circuit reviewed the summary judgment de novo and affirmed the district court’s decision. The Fifth Circuit held that GE was an intended third-party beneficiary eligible to enforce the waiver, that alleged fraudulent inducement did not render the waiver unenforceable under Texas law, and that the waiver applied to intentional tort claims. The court affirmed the dismissal of Alta’s claims against GE. View "Alta v. General Electric" on Justia Law

A founder of a Delaware start-up, after personally paying a consultant for services due to lack of company funds, negotiated with the consultant to resolve claims for unpaid fees. The consultant agreed to accept a reduced cash payment and a warrant entitling her to purchase one percent of the company's common stock, with the percentage measured at the time of exercise. The founder, acting as CEO, executed this warrant, though he had not fully read the revised terms provided by the consultant’s lawyer. Later, when the consultant needed funds for a personal legal issue, the founder loaned her $20,000, secured by her only company warrant. The security agreement described the collateral as "a warrant to purchase Common Stock...for one million shares," even though the warrant was in fact for a percentage, not a fixed number of shares.When the loan matured and the consultant defaulted, the founder caused the warrant to be transferred into his name without the consultant’s notice, and later partially exercised it. Following a merger, the founder converted some of the resulting shares and retained the rest, selling them after a lock-up period for significant proceeds. The consultant disputed the validity of the transfer and exercise, arguing that the collateral description in the pledge agreement was insufficient and that the founder’s actions constituted conversion.The Court of Chancery of the State of Delaware held the warrant was valid and enforceable as a contract for one percent of the company’s stock at exercise, but found the collateral description insufficient under the Delaware UCC, ruling that no security interest attached and the founder’s actions constituted conversion, resulting in a large damages award.The Supreme Court of the State of Delaware affirmed that the warrant was valid and enforceable, but reversed the finding that no security interest attached. The Court held that, despite the inaccurate description of "one million shares," the security agreement reasonably identified the collateral because the consultant had only one such warrant, satisfying the UCC’s requirements. The matter was remanded for further proceedings. View "Patterson v. Cannon," on Justia Law