The Bank of New York Mellon Trust Company v. Liberty Media Corp., No. 284, 2011 (Del. Supr. Sept. 21, 2011), read opinion here. Bloomberg‘s article on the decision is available here. A summary of the Chancery opinion, affirmed by Delaware’s High Court, was highlighted on these pages here.

This case addresses the issue of whether a series of transactions should be aggregated for purposes of determining whether a sale of all or “substantially all” of a corporation’s assets have been sold. Specifically, the trustee under the indenture argued that Liberty Media’s most recent spinoff, when viewed together with other transactions, breached a “successor obligor provision” of the relevant documents, even though by itself, the latest transaction did not constitute a sale of substantially all assets. The trustee based its argument in large part on what it viewed as the plain language of the documents, and New York law, which governed the issue. Both the Court of Chancery and the Delaware Supreme Court rejected those arguments in two thoroughly explained decisions.

Though it remains an important case, we will not provide an extended discussion of this opinion due to its reliance on New York law–typically beyond the scope of this blog that focuses on Delaware corporate and commercial litigation.