Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013).
Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote.
Short Answer: When a controlling stockholder…
National Industries Group (Holding) v. Carlyle Investment Management LLC, Del. Supr., No. 596, 2012 (May 29, 2013).
Issues Addressed: Enforceability of a forum selection clause, and the prerequisites to vacate a judgment under Court of Chancery Rule 60(b)(6).
Brief Background
This case involved a dispute between two sophisticated entities. One was based in Kuwait…
Brinckerhoff v. Enbridge Energy Company, Inc., Del. Supr., No. 574, 2011 (May 28, 2013). This is the third Delaware Supreme Court decision in two consecutive business days that addressed the issue of good faith in the context of an agreement. This is the second decision on the same day that addressed the provision in…
Norton v. K-Sea Transportation Partners, L.P., Del. Supr., No. 238, 2012 (May 28, 2013). This Delaware Supreme Court decision is the second in consecutive business days that addresses the concept of good faith in the contractual context. See SIGA Technologies, Inc. v. PharmAthene, Inc., highlighted on these pages. (Photo: Supreme Court Building in…
The current issue of the Delaware Journal of Corporate Law that recently came in the mail, Volume 37, No. 3 (2013), includes a reprinting of the new Practice Guidelines recently promulgated by the Court of Chancery, and also features an introduction to those new court “de facto rules” by Kevin F. Brady and Francis…
Anvil Holding Corp. v. Iron Acquisition Co., C.A. No. 7975-VCP (May 17, 2013).
Issue: Motion to dismiss a complaint for fraud and bad faith breach of contract in a dispute for the sale of securities.
Answer: Denied as to the fraud claim and granted as to bad faith breach of contract claim.
Background
This…
SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also…
In Re China Agritech, Inc. Shareholder Derivative Litigation, C.A. No. 7163-VCL (Del. Ch. May 21, 2013).
Issue Addressed: Whether a complaint that fails to plead that demand was made on the Board and fails to plead demand futility should be dismissed under Rules 23.1 or 12(b)(6).
Short Answer: No. Motions to dismiss…
Senior Housing Capital, LLC v. SHP Senior Housing Fund LLC, C.A. No. 4586-CS (Del. Ch. May 13, 2013)
Issue Addressed: Whether judicial review is permitted on an appraisal that followed a process required by an LLC agreement which contained no mechanism for substantive judicial review of the appraisal?
Short Answer: No, the Court…
In re: Primedia, Inc., Shareholders Litigation, Cons., C.A. No. 6511-VCL (Del. Ch. May 10, 2013).
Issue Addressed: Whether insider trading claim based on state law should be allowed to proceed despite motion to dismiss by special litigation committee.
Short Answer: Motion to dismiss denied.
Brief Background
Details of this case were previously…