Three recent Chancery decisions posted on the Court’s website each addressed issues that often arise:
In Mason v. Network of Wilmington, Inc., download pdf file, the court discussed the summary judgment motion standard (prior to the recent adoption of Rule 56(h)), in connection with analyzing the following issues related to efforts to collect a judgement against the sole shareholder of affiliated entities: piercing the corporate veil; fraudulent transfers and successor liability. See below link for remaining 2 cases.
In a case involving the demand to inspect books and records of an LP, based on the analogous provision of Section 220 of the DGCL, a one-day trial took place about 8 months after the complaint was filed. Then, after post-trial briefing, the court determined that a “proper purpose” was established. Specifically, although valuation of holdings and allegations of mismanagement are generally a proper purpose, mere allegations are not enough. Rather, a “credible basis for claiming there are legitimate issues of wrongdoing” is needed, and that was shown here. Forsythe v. CIBC Private Equity Fund(US)I,Inc., download pdf file.
In Examen, Inc. v. Vantage Point Venture Partners 1996, download pdf file, a case in which the court has written several opinions, and in which the Delaware Supreme Court affirmed the Chancery Court’s application of the internal affairs doctrine (and that I have posted on previously), the court addressed the issue of a request for a permanent injunction to prevent Vantage from contesting in California courts the same issue that was decided by the Chancery Court. Although the court had entered a TRO to prevent Vantage from proceeding in California until the Delaware Supreme Court decided the appeal, now that the judgment is final, the Chancery Court reasoned that, in sum, res judicata was a sufficient remedy and thus the irreparable harm needed for a PI was lacking.