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The article discusses a recent case in the Delaware Court of Chancery involving a stockholder's petition for a mootness fee. The court rejected the petition, stating that the plaintiff did not have third-party beneficiary status and that even if they did, it had not yet vested. The case arose from Elon Musk's acquisition of Twitter stock and subsequent attempt to terminate a merger agreement. The court found that the plaintiff failed to establish a claim for breach of fiduciary duty and lacked standing to seek specific performance of the agreement. Therefore, the plaintiff was not entitled to a mootness fee award. [Extracted from the article]

The First Circuit Court of Appeals upheld a rule implemented by the National Marine Fisheries Service (NMFS) that required vessels fishing for herring to carry monitors on board. The rule aimed to reduce uncertainty around catch estimates by requiring industry-funded monitoring on fishing vessels. The court found that the NMFS had the authority to enact this rule under the Magnuson Steven Fishery Conservation and Management Act. However, the case is now being reviewed by the U.S. Supreme Court, with oral arguments scheduled for January 2024. [Extracted from the article]

The U.S. Supreme Court recently ruled in the case of Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information required by SEC Regulation S-K's Item 303 cannot support a private action under Rule 10b-5(b) of the Securities Exchange Act of 1934, unless the omission renders any "statements made" misleading. The Court clarified that Rule 10b-5(b) does not prohibit pure omissions, but only addresses half-truths. This ruling affirms that pure omissions are not actionable under Rule 10b-5(b). [Extracted from the article]

The Delaware Court of Chancery recently made a departure from its traditional practices by awarding compound prejudgment interest to the plaintiff in the case of Brown v. Court Square Capital Management, L.P. The plaintiff, Kevin Brown, sued his former employer after they stopped paying him his share of carried interest. The court ruled in Brown's favor and ordered the defendant to repay him all owed carried interest, ongoing carried interest, prejudgment interest, post-judgment interest, and interest on a per diem basis for each wrongfully withheld interest payment. The court justified the use of compound interest based on market realities, the sophisticated nature of the parties involved, and the compensatory and restitutionary aims of prejudgment interest. [Extracted from the article]

The Delaware Court of Chancery recently ruled in the case of West Palm Beach Firefighters' Pension Fund v. Moelis & Company that a plaintiff's claim challenging the validity of certain provisions in a stockholder agreement was ripe for adjudication and not barred by the defense of laches. The plaintiff argued that the provisions violated Delaware law by granting excessive rights to the CEO. The court rejected the defendant's defense of laches, stating that it cannot validate a void act, and found that there was no unreasonable delay or prejudice. The court also rejected the defense of ripeness, stating that the plaintiff could bring a facial challenge now and pursue an equitable challenge in the future. This ruling affirms that claims contesting the validity of provisions in corporate documents contrary to statutory law are justiciable and cannot be barred by laches or ripeness defenses. [Extracted from the article]

The New York Appellate Division, First Department recently affirmed a judgment stating that discovery stays pending motions to dismiss under the Private Securities Litigation Reform Act (PSLRA) apply in state court cases. The case involved a class action lawsuit alleging violations of the Securities Act of 1933. The PSLRA, enacted in 1995, aims to address abusive securities suits by postponing discovery. While this issue has been resolved in New York, there is still a split in California trial courts regarding the application of the automatic stay. [Extracted from the article]

The Delaware Court of Chancery recently ruled in Anderson v. Magellan Health, Inc that a plaintiff shareholder's counsel would be awarded $75,000 in fees and expenses instead of the requested $1,100,000. The court determined that the requested award was unreasonable given the corporate benefits achieved. The case involved a shareholder's lawsuit to stop a merger, which was resolved when the defendant agreed to issue supplemental disclosures. The court clarified that going forward, mootness fees will only be awarded when the supplemental disclosures are "plainly material" or required by law. [Extracted from the article]