Chancery Allows Claim for Breach of Fiduciary Duty for Approval of Stock Options in Violation of Stock Option Plan

Pfeiffer v. Leedle, C.A. No. 7831-VCP (Del. Ch. Nov. 8, 2013). Issue Addressed:  Whether the approval of stock option grants that exceeded the maximum number of stock options allowed under the stock incentive plan was the basis for a breach … Continue reading

Chancery Rejects Revlon Claims in Two Recent Decisions

In Re Morton’s Restaurant Group, Inc. Shareholders Litigation, C. A. No. 7122-CS (Del. Ch. July 23, 2013). This is one of two recent Chancery opinions that dismisses claims that directors did not meet their burden under Revlon to receive the … Continue reading

Chancery Applies Business Judgment Rule to Freezeout by Majority Shareholder

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 … Continue reading

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

Delaware Board’s Fiduciary Duty of Oversight for Foreign Operations

In re Puda Coal, Inc. Stockholders Litigation, C.A. No. 6476-CS (Del. Ch. Feb. 6, 2013)(Bench ruling). Thanks to Tariq Mundiya of Willkie Farr for forwarding the transcript. This bench ruling, highlighted on The Harvard Law School Corporate Governance Blog, for which I … Continue reading

Chancery Dismisses Revlon Claim in Private Equity Buyout

In re BJ’s Wholesale Club, Inc. S’holders Litig., Cons., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013). What this Case is About This case alleged breaches of fiduciary duty in connection with the purchase of all outstanding shares by private … Continue reading

Chancery Grants Relief on Both Fiduciary Duty and Contract Claims Against Member of Joint Venture

In Re: Mobilactive Media, LLC, Consol. C.A. No. 5725-VCP (Del. Ch., Jan. 25, 2013).  What this Case is About:  This decision addresses claims between two members of a joint venture based on both breach of contract and breach of fiduciary duty.  … 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