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…
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…
In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive relief, in an expedited opinion, in response to a challenged transaction–despite criticism in two of the cases, of the process and the…
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 of benefits they received that were not enjoyed by all shareholders and in light…
In London v. Tyrrell et al., C.A. No. 3321-CC (March 11, 2010), read opinion here, the Court of Chancery denied a special litigation committee’s (“SLC”) motion to dismiss a shareholder’s lawsuit under Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981) because there were material questions of fact regarding: (1) the SLC’s independence, (2) the…
London v. Tyrrell, Del. Ch., No. 3321-CC (April 2, 2009), read letter decision here.
Kevin Brady, a highly respected Delaware litigator, has provided us with the following case review.
In a interesting twist on the issue of staying discovery so the Special Litigation Committee can complete its investigation, Chancellor Chandler, in a two-page letter…
Sutherland v. Sutherland, 2008 WL 3021024 (Aug. 5, 2008).
This is an example of the Chancery Court’s practical side which allows it to cut to the chase and avoid unnecessary procedural entanglements. In this case, despite a Motion to Dismiss that was pending, and in light of the multiple proceedings that ensued after the motion…
In Sutherland v. Sutherland, 2008 WL 2221770 (Del. Ch., May 29, 2008), read opinion here, the Delaware Chancery Court denied a motion to reargue its May 5 decision, pursuant to Chancery Rule 59(f), in which it rejected the report of a one-person Special Litigation Committee (SLC). The prior decision sought to be reargued was summarized…