The Harvard Law School Corporate Governance Blog has a post here about recent cases where the SEC argues that breach of a confidentiality agreement can be the basis for an insider trading claim even when there is no underlying fiduciary duty.
July 2010
Chancery Addresses Fiduciary Claims by Bankruptcy Trustee; Claim Survives Against Financial Advisor for Aiding and Abetting Fiduciary Duty Breach
By Francis Pileggi on
Posted in Court of Chancery Updates
In Shandler v. DLJ Merchant Banking, Inc., C.A. No. 4797-VCS (Del. Ch. July 26, 2010), read opinion here, the Delaware Court of Chancery, in a 47-page opinion, addressed fiduciary duty claims brought against the controlling shareholder of a bankrupt company as well as its board of directors and financial advisor.
Overview.
Shandler was appointed by the Bankruptcy…
Court of Chancery Construes Stockholders Agreement and Proxy Agreement to Determine Constituency of Board in Section 225 Case
By Francis Pileggi on
Posted in Court of Chancery Updates
In this 50-page post-trial decision, the Court of Chancery in TR Investors, LLC v. Genger, C.A. No. 3994-VCS (July 23, 2010), read opinion here, held that: (1) defendant Arie Genger (“Genger”), the founder and former majority owner of Trans-Resources, Inc. (“Trans-Resources”) violated a Stockholders’ Agreement by a transfer of shares; (2) the transfer was…
Court Addresses Insurance Coverage for Claims Arising out of Madoff Ponzi Scheme
By Francis Pileggi on
Posted in Court of Chancery Updates
In a July 23, 2010 opinion in Massachusetts Mutual Life Insurance Co., et al., v. Certain Underwriters at Lloyd’s of London, et al., C.A. No. 4791-VCL (July 23, 2010), read opinion here, the Court of Chancery, following Massachusetts law, denied certain defendant insurance carriers’ motion to dismiss a complaint which seeks, among other things…
Court of Chancery Addresses Dissolution Issues for Small Start-Up Corporation
By Francis Pileggi on
Posted in Court of Chancery Updates
In Grimm v. Beach Fries, Inc., et al., C.A. No. 931-VCN (Del. Ch. April 21, 2010), read decision here, the Court issued this post-trial decision in an action for dissolution of a Delaware corporation.
Kevin Brady of the Connolly Bove firm prepared this summary.
In 1999, defendant Little became involved in a mobile concession business that…
Chancery Provides “Teachable Moment” for M & A Lawyers: Find Problems of Bidder in Due Diligence or Put Specific Reps in APA; Otherwise No Fraud Claim
By Francis Pileggi on
Posted in Court of Chancery Updates
Airborne Health, Inc. v. Squid Soap, L.P., C.A. No. 4410-VCL (Del. Ch. July 20, 2010), read opinion here. Prior Delaware Court of Chancery decisions in this case were highlighted here.
Overview
This case involves a claim against the purchaser of a company and its major law firm for fraud in connection with an Asset Purchase Agreement (APA). The…
Chancery Refuses to Remove Conflicted Arbitrator Chosen by Parties
By Francis Pileggi on
Posted in Court of Chancery Updates
Milton Investments, LLC v. Lockwood Brothers II, LLC, C.A. No. 4909-VCP (Del Ch. July 20, 2010), read opinion here. This 38-page opinion by the Delaware Court of Chancery addressed two issues that are of practical importance to business litigators.
Procedurally it is noteworthy that within about 6 weeks of the complaint being filed, cross-motions for summary judgment…
New York Federal Court Applies Delaware Law to Deny Motion to Dismiss Breach of Fiduciary Duty Claims Regarding Pfizer’s Alleged “Off-Labeling” Marketing
By Francis Pileggi on
Posted in Other Court Decisions
On July 14, 2010, the United States District Court for the Southern District of New York, in the case of In Re: Pfizer Inc. Shareholder Derivative Litigation, C.A. No. 09 Civ. 7822 (JSR), read opinion here, issued a decision which denied in part the defendants’ motion to dismiss a derivative complaint alleging, among…
Company Defenses to Shareholder Proxy Access
By Francis Pileggi on
Posted in Commentary
Prof. J. W. Verret previews an upcoming article he is writing on the above topic based on Delaware corporate law, which is especially timely in light of the new shareholder proxy access provisions of the new Dodd-Frank Bill that just passed. Here is the link.
Chancery Dismisses Claim that Acquirer Aided and Abetted Breach of Revlon Duty Based on Merger Payments to Preferred Holders and Zero Received by Common Stockholders
By Francis Pileggi on
Posted in Court of Chancery Updates
In Morgan v. Cash, C. A. No. 5053-VCS (Del. Ch. July 16, 2010), read opinion here, the Delaware Court of Chancery dismissed a claim that the acquirer of a small software company aided and abetted the directors of the acquired company to breach their fiduciary duties in connection with not obtaining the highest value for the company as required…