Delaware Fiduciary Duty of Disclosure Explained by Chancery
In re Wayport, Inc. Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013). Issues Addressed: Among the several issues addressed in this case, the most noteworthy is a fulsome discussion and restatement of the fiduciary duty of disclosure that directors … Continue reading
Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013). This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in … Continue reading
Duties of Directors of Insolvent Company Addressed
Edgewater Growth Capital Partners LP v. HIG Capital, Inc., C.A. 3601-CS (Del. Ch., Feb. 28, 2013). This 70-page decision provides useful and extensive analysis of the duties of directors of an insolvent corporation and related claims against a private equity shareholder … Continue reading
Key Delaware Corporate and Commercial Decisions in 2012
Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and … Continue reading
Delaware Does Not Impose Fiduciary Duty, Per Se, to Minimize Corporate Taxes
Seinfeld v. Slager, C.A. No. 6462-VCG (Del. Ch. June 29, 2012). Issues Presented (1) Whether board approval of a supplemental retirement bonus was a breach of fiduciary duty to the extent that it constituted waste and did not qualify for … Continue reading
Dismissal of One Derivative Lawsuit Not Bar to Second Derivative Claim by Second Stockholder
Louisiana Municipal Police Employees’ Retirement Systems v. Pyott, C.A. 5795-VCL (Del. Ch. June 11, 2012). Issues Addressed Whether collateral estoppel, Rule 23.1 or Rule 12(b)(6) apply to require the dismissal of a Delaware derivative suit based on the dismissal in … Continue reading
Court of Chancery Awards Lost Future Earnings as Damages to Hedge Fund Managers Due to Fraud of Majority Partner
Paron Capital Management LLC v. Crombie, C.A. No. 6380-VCP (Del. Ch. May 22, 2012). Issue Addressed: Whether the breach of fiduciary duty owed by a hedge fund manager to his partners entitles them to lost future earnings. Short Answer: The Court found that … Continue reading
Chancery Explains Basis for Fiduciary Duty Default Standards Applicable to LLCs
Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012), read opinion here. What this Case is About and Why it is Important This case establishes a high-water mark in terms of providing the most … Continue reading
Chancery Rejects Breach of Fiduciary Duty Arguments in Merger Challenge
In re Alloy, Inc. Shareholders Litigation, C.A. No. 5626-VCP (Del. Ch. Oct. 13, 2011). Read this Delaware Court of Chancery opinion here. Issue Addressed: Did the directors breach their fiduciary duties in connection with voting on a merger in light … Continue reading
Delaware Chancery Court Rules on Amylin “Poison Put” Provision; Finds No Violation on Duty of Care Issue; and Provides Instruction to Lawyers Advising Boards on Complex Documents
San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc., No. 4446-VCL (Del.Ch., May 12, 2009), read opinion here. This Chancery Court decision addressed the issue of "poison puts" or a provision in an indenture that would have triggered an … Continue reading
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