Del. Confirms High Pleading Burden In Merger Challenges

Law360, New York (June 2, 2014, 11:40 AM EDT) -- In Houseman v. Sagerman, C.A. No. 8898-VCG, (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Vice Chancellor Sam Glasscock) granted, in part, a motion to dismiss filed by certain directors and the financial adviser of Universata Inc. (“Universata” or the “company”) arising out of the company’s merger with HealthPort Technologies LLC.

The court’s analysis serves as a reminder that a stockholder plaintiff must plead an “extreme set of facts” to support a claim for breach of fiduciary duty against a corporation’s directors arising out of allegations that the directors breached their duty of loyalty as a result of the...

Stay ahead of the curve

In the legal profession, information is the key to success. You have to know what’s happening with clients, competitors, practice areas, and industries. Law360 provides the intelligence you need to remain an expert and beat the competition.


  • Access to case data within articles (numbers, filings, courts, nature of suit, and more.)
  • Access to attached documents such as briefs, petitions, complaints, decisions, motions, etc.
  • Create custom alerts for specific article and case topics and so much more!

TRY LAW360 FREE FOR SEVEN DAYS

Hello! I'm Law360's automated support bot.

How can I help you today?

For example, you can type:
  • I forgot my password
  • I took a free trial but didn't get a verification email
  • How do I sign up for a newsletter?
Beta
Ask a question!