Kallick v. Sandridge Energy, Inc., C.A. No. 8182-CS (Del. Ch. Mar. 8, 2013).
The highly regarded corporate law scholar Professor Larry Hamermesh has provided his insights on this decision in highlights available on his blog at The Institute of Delaware Corporate & Business Law. The entire post follows:
Chancellor Strine’s March 8, 2013 opinion
A non-Delaware lawyer who had been admitted pro hac vice for a matter pending before the Delaware Court of Chancery, was subject to a private admonition/probation for participating in a conference call with the court–but without his local Delaware counsel. His local counsel did not become aware of the call until after it was
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
MPEG LA, L.L.C. v. Dell Global B.V., C.A. No. 7016-VCP (Del. Ch. March 6, 2013).
This case is noteworthy for purposes of Delaware corporate and commercial law, to the extent that it addresses an issue raised because the defendants sought the application of the New York Rules of Civil Procedure for purposes of the
In Re Diamond Foods, Inc. Derivative Litigation, C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013).
Issue Addressed: Whether a derivative suit filed in Delaware should be dismissed in favor of a similar first-filed action in California. Short Answer: Yes.
Short Overview of Case
The factual background involves alleged manipulation of the
Senior Housing Capital, LLC v. SHP Senior Housing Fund, LLP, C.A. No. 4586-CS (Del. Ch. Feb. 26, 2013). (See actual post-trial opinion issued in May 2013).
Issue Addressed: Whether new exhibit submitted with post-trial briefing should be stricken.
Short Answer: Not based on the facts of this case.
Short Overview
This
Ross Holding and Management Company v. Advance Realty Group, LLC, C.A. No. 4113-VCN (Del. Ch. Feb. 28, 2013; revised on March 7, 2013).
What This Case is About: This case involved allegations that managers of an LLC breached their fiduciary duty in connection with a restructuring that adversely impacted the value of the
In Re Nine Systems Corporation Shareholders Litigation, Consol., C.A. No. 3940-VCN (Del. Ch. Feb. 28, 2013).
Issues Addressed: (1) Whether a dilution claim could be pursued directly instead of derivatively; and (2) Whether fiduciary duties were owed to debt holders. Answers: (1) Yes; (2) No.
Short Overview
Prior decisions by the Court
Amalgamated Bank v. Dauphin County Employees Retirement Fund, No. 67-2013 (Del. Supr., Feb. 26, 2013). This short Order of the Delaware Supreme Court is noteworthy because it declined to address an issue that has filled many of the pages of this blog over the last 8 years or so: What is the appropriate role of
Bean v. Fursa Capital Partners, LP, C.A. No. 7566-VCP (Del. Ch. Feb. 28, 2013).
Issue Addressed: Whether the terms of a limited partnership agreement required the general partner to provide audited financial statements to a limited partner. Short Answer: The issue presented cannot be determined on a motion for partial summary judgment.