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Articles by K. O’Connell
Early-childhood temperament trajectories map onto transdiagnostic psychiatric risk
Abstract Early-childhood temperament is associated with later mental health. Temperament continues to develop throughout the first years of life, and a single assessment cannot capture its trajectory. Whether departures from an individual’s developmental trajectory carry psychiatric risk remains unknown.
Delaware Supreme Court Affirms Decision Considering Post-Demand Evidence in Stockholder’s Books and Records Action
K. Tyler O'Connell of Morris James. Courtesy photo In Paramount Global v. State of Rhode Island Office of the General Treasurer, __ A.3d __, 2026 WL 820647 (Del. Mar. 26, 2026), the Delaware Supreme Court, sitting en banc, affirmed the Delaware Court of Chancery’s decision that a stockholder had a credible basis to suspect wrongdoing in connection with the sale of Paramount Global.
Months In Brief Archive
CURRENT MONTH (October 2025) By K. Tyler O’Connell, Morris James LLP In this recent post-trial decision, the Delaware Court of Chancery ruled that a vote at a meeting of a board of directors to remove officers who also were directors was inequitable and therefore invalid when done without notice of the intent to remove the directors as officers. See Ghatty v. Mudili, No. 2025-0615-LWW, 2025 WL 2963154 (Del. Ch. Oct. 21, 2025).
Founder’s Misrepresentations About How He Obtained His Shares Leads to Dismissal of Section 225 Action
Expert OpinionCorporate Entities In a recent decision, the Delaware Court of Chancery held that a founder’s repeated misrepresentations about how he allegedly acquired his shares justified dismissing his action under 8 Del. C. Section 225 with prejudice. 3 minute readOctober 29, 2025 at 08:00 AM K. Tyler O'Connell of Morris James.
Months In Brief Archive
CURRENT MONTH (August 2025) Delaware Court of Chancery Dismisses Facial Challenge to Advance Notice Bylaw’s “Acting in Concert” Provision By K. Tyler O’Connell, Morris James LLP In this recent decision addressing “one of many similar challenges to advance notice bylaws pending in the [Delaware] Court of Chancery,” Vice Chancellor Lori W. Will dismissed a stockholder’s claim that an advance notice bylaw that was adopted on a “clear day” was facially invalid as a matter of law. See Carroll v.
Months In Brief Archive
CURRENT MONTH (June 2025) Delaware Supreme Court Reverses Aiding and Abetting Judgment Against M&A Acquirer for Lack of Knowing Participation in the Breaches By K. Tyler O’Connell, Morris James LLP The Delaware Supreme Court recently reversed a post-trial decision by the Court of Chancery awarding damages against an M&A acquirer for aiding and abetting breaches of fiduciary duties because the acquirer did not have the required “actual knowledge” of the sell-side fiduciaries’ breaches.
Court of Chancery Finds in Favor of Defendants on 'Brophy' Claim After Trial
As explained in Brophy v. Cities Services, 70 A.2d 5 (Del. Ch. 1949), and its progeny, the duty of loyalty prohibits fiduciaries from profiting by trading on the basis of material, non-public information. In the recent case of In re Rocket Companies Stockholder Derivative Litigation, 2021-1021-KSJM, 2025 WL 1554632 (Del.
Months In Brief Archive
CURRENT MONTH (April 2025) Delaware Court of Chancery Holds LLC Agreement Forecloses Implied Covenant Challenge to Conflict Transaction By K. Tyler O’Connell, Morris James LLP In Kahn v. Warburg Pincus, LLC, 2024-0523-LWW (Del. Ch. Apr. 30, 2025), the Delaware Court of Chancery granted the defendants’ motions to dismiss an action brought by a class of minority members challenging a conflicted merger transaction.
Months In Brief Archive
CURRENT MONTH (February 2025) Proposed Amendments to Sections 144 and 220 of the Delaware General Corporation Law By K. Tyler O’Connell, Morris James LLP On February 17, 2025, Delaware legislators introduced proposed Senate Bill 21, providing for amendments to Sections 144 and 220 of the Delaware General Corporation Law (“DGCL”).
Months In Brief Archive
CURRENT MONTH (June 2024) 2024 Delaware General Corporation Law Amendments By K. Tyler O’Connell, Morris James LLP As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments.
Chancery Reviews SPAC Precedents and Dismisses Complaint for Failure to Show Impairment of Stockholders’ Redemption Rights
In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential conflicts between on the one hand, the sponsors holding founders’ shares—whose compensation is tied to, and who tended to profit greatly from, any de-SPAC transaction, however poor; and on the other hand, public stockholders—who could lose their investments in a poor de-SPAC merger, and who have...
Months In Brief Archive
CURRENT MONTH (March 2024) Delaware Supreme Court Denies MFW Protection Due to Committee’s Financial and Legal Advisors’ Undisclosed Ties with Controlling Stockholder By K. Tyler O’Connell, Morris James LLP Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del.
Months In Brief Archive
CURRENT MONTH (February 2024) Delaware Court of Chancery Holds Musk’s $55.8 Billion Tesla Compensation Plan Is Not Entirely Fair, Orders Rescission By K. Tyler O’Connell, Morris James LLP Tornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024). In both 2009 and 2012, Tesla, Inc.
Del. Court of Chancery Orders Rescission of Musk’s $55.8B Tesla Compensation Plan
Tornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024). [1] In both 2009 and 2012, Tesla, Inc. and its founder and Chief Executive Officer Elon Musk agreed to compensation plans with significant stock option grants that would vest in tranches if Tesla achieved certain operational and financial milestones. Although the 2012 grant had a ten-year term, by 2017, Tesla already was nearing completion of those milestones.
Months In Brief Archive
CURRENT MONTH (July 2023) Business Litigation Delaware Supreme Court Declines to Enforce a “Conclusive and Binding” Charter Provision That Would Immunize Breaches of the Fiduciary Duty of Loyalty By K. Tyler O’Connell of Morris James LLP In CCSB Financial Corp. v. Totta, 2023 WL 4628822 (Del. Jul.
Months In Brief Archive
CURRENT MONTH (June 2023) Business Litigation Delaware Court of Chancery Rules that Corporations Seeking Written Consent of Stockholders to Mergers Must Give Notice of Appraisal Rights Twice, with the Second Notice Triggering the 20-Day Period to Demand Appraisal By James G. McMillan, III, Esq. Under the Delaware appraisal statute, stockholders of Delaware corporations who do not vote in favor of a merger may demand appraisal of their shares by the Delaware Court of Chancery.
'In re Tesla Motors': Supreme Court Affirms Decision That the SolarCity Acquisition Was Entirely Fair
The Delaware Supreme Court recently affirmed the Delaware Court of Chancery’s 2022 post-trial decision that Tesla’s 2016 all-stock acquisition of SolarCity Corp. satisfied the entire fairness standard of review, and thus did not involve breaches of fiduciary duty. See In re Tesla Motors Stockholders’ Litigation, ___ A.3d ___, 2023 WL 3854008 (Del. Jun. 6, 2023). The stockholder-plaintiffs argued on appeal that the Court of Chancery erred in its application of the entire fairness standard.
2024 Amendments to the General Corporation Law of the State of Delaware Go into Effect
August 1, 2024 By: Vincent J. Cannizzaro III, K. Tyler O’Connell, Aarish Sheikh and Justin Larsen The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance; (ii) remedies for terminating merger agreements, including lost premium damages; and (iii) what form documents must be in for a board of directors to properly approve a merger.
Months In Brief Archive
CURRENT MONTH (February 2023) Business Litigation By K. Tyler O’Connell of Morris James LLP Adopted in 2013, 8 Del. C. § 205 permits a corporation to petition the Delaware Court of Chancery to validate corporate actions that are defective for lack of authorization when ratification is not feasible or when a ratification attempt is subject to challenge. Section 205 was enacted to address challenges to the validity of stock issuances, among other problems.
In New AmerisourceBergen Decision, Chancery Applies 'Separate Accrual' Laches Analysis for 'Caremark' Red-Flags Claims
In the latest Delaware corporate decision concerning AmerisourceBergen’s role in the nation’s opioid epidemic, the Delaware Court of Chancery largely rejected arguments that laches barred fiduciary duty claims against AmerisourceBergen’s directors and officers for acting in bad faith by disregarding red flags in safety reporting and monitoring systems and knowingly operating the business in a manner to violate positive law. See Lebanon County Employees’ Retirement Fund v.
Months In Brief Archive
CURRENT MONTH (October 2022) Table of Contents hide International CFIUS Issues Enforcement and Penalty Guidelines By Keith R. Fisher On October 20, 2022, the Committee on Foreign Investment in the United States (“CFIUS”), for the first time during its approximately 50-year existence, issued Enforcement and Penalty Guidelines (the “Guidelines”).
Months In Brief Archive
CURRENT MONTH (October 2022) Delaware Court of Chancery Finds That Stockholder’s Broad Section 220 Demand Lacked the Precision and Plus Factors Required to Entitle Stockholder to Additional Materials By K.
The Parable of the Tesla and SolarCity Deal—Lessons Learned
Elon Musk, Tesla's CEO, at the SolarCity trial in Wilmington, Del., on July 13, 2021. Photo by Al Drago/Bloomberg By Lewis H. Lazarus and K. Tyler O’Connell May 13, 2022, 8:00 AM Morris James LLP’s Lewis H. Lazarus and K. Tyler O’Connell explain how the case of Tesla Motors’ acquisition of one of Elon Musk’s other companies, SolarCity, illustrates how a defendant may satisfy the fairness standard of review even in circumstances involving a “far from perfect” process.
M&A, Stockholder Cases to Watch in Delaware Courts in 2022
Corporate practitioners have much to anticipate in 2022 as the Delaware Supreme Court and Court of Chancery resolve pending cases that will inform the judgment of litigation and transactional attorneys.
Chancery Finds 'Bird-Dogging' Entitles Plaintiff to Compensation Under Unjust Enrichment Theory
(L-R) Barnaby Grzaslewicz and Tyler O’Connell of Morris James. Courtesy photos While parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable. However, as the Delaware Court of Chancery held in its post-trial decision in Schaeffer v. Lockwood, C.A. No. 2018-0926-MTZ (Del. Ch. Nov.
Special Committee's Narrow Mandate, Company's Decision to Bypass Committee and Impermissible 'Coercion' Prevent Dismissal Under MFW
Tyler O’Connell, Morris James The Delaware Supreme Court’s MFW decision provides a safe harbor for controlling stockholder buyouts that are conditioned upon approval of a special committee of independent directors and a majority-of-the-minority vote, provided, inter alia, “there is no coercion of the minority.” Kahn v. M & F Worldwide (MFW), 88 A.3d 635, 645 (Del. 2014). The Delaware Court of Chancery’s recent decision in In re Dell Technologies Class V. Shareholders Litigation, (Del. Ch. Jun.
Patient and tumour factors influencing canine mast cell tumour histological grade and mitotic index
The full text of this article hosted at iucr.org is unavailable due to technical difficulties. ORIGINAL ARTICLE Patient and tumour factors influencing canine mast cell tumour histological grade and mitotic index B. D.
Abstract No. 531 Novel radiopaque Yttrium-90 glass microspheres in a porcine model: clinical potential for real-time targeting and dosimetry
To view the full text, please login as a subscribed user or purchase a subscription. Click here to view the full text on ScienceDirect. Conventional Yttrium-90 (Y-90) microspheres for Radioembolization are not directly visible on X-ray fluoroscopy or computed tomography (CT) precluding microsphere visualization at administration. We investigate the use of novel radiopaque microspheres for real-time X-ray and CT confirmation of tissue targeting.
Chancery Court Declines Stockholder Invitations to Expand Transactions Subject to Appraisal Rights
K. Tyler O’Connell of Morris James Appraisal rights have been the subject of increased focus in the current, post-Corwin environment, in which a fully-informed noncoerced stockholder vote suffices to dispose of most M&A challenges. In two recent decisions, the Delaware Court of Chancery considered attempts by stockholder-plaintiffs to expand the scope of transactions subject to appraisal rights.
Incidence of multiple sclerosis in the Republic of Ireland: A prospective population-based study
Publication HistoryPublished online: February 13, 2017Accepted: February 11, 2017; Received in revised form: January 22, 2017; Received: November 24, 2016;
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