Coughlan v. NXP B.V., No. 5110-CC (Del. Ch. Apr. 15, 2010), read letter decision here.
This short letter decision by the Delaware Court of Chancery interprets an Agreement and Plan of Merger that recognizes the standing of an individual shareholder to pursue litigation on behalf of all of the former stockholders of the company involved in the merger. The Court rejected arguments under Court of Chancery Rule 17 that the representative authorized under the Agreement was not the “real party in interest.”
The Court applied contract interpretation principles to reject other arguments that limited the ability of the representative to sue on behalf of the other shareholders. The court also explained why its conclusions were consistent with the provisions of Rule 17 and why any rulings against the representative would also be binding on the stockholder that she represented.