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 who enforced its foreclosure rights. The court dismissed the claims and found that the foreclosure and auction were commercially reasonable and complied with the applicable provisions of UCC Article 9.
Also notable is another appearance of the “pizza principle” regarding the award of attorneys’ fees based on a fee-shifting provision in the applicable agreement. That is, if there was a challenge to the amount of fees requested, the challenger would also need to provide their billing records and the challenger must provide as much detail to the party to whom the fees were awarded as they might request in connection with a challenge to the amount of fees awarded.