In re: Sirius XM Shareholder Litigation, C.A. No. 7800-CS (Del. Ch. Sept. 27, 2013).
This Chancery opinion involves an investment by Liberty Media Corporation of $530 million in 2009 for a 40% interest of Sirius XM Radio Inc. In connection with that agreement, Liberty agreed not to acquire a majority control for three years, but after that three-year period, it was contractually free to do so. The Court of Chancery dismissed the plaintiff’s claims based on the three-year statute of limitations for breach of fiduciary claims. In addition, the court explained that the fiduciary duties could not prevent any shareholder from exercising contractual rights. See fn. 51-56.