Based on the more than ten years that I have been highlighting corporate and commercial decisions on these pages, primarily from Delaware’s Supreme Court and Court of Chancery, I am aware that the main reason busy readers visit these pages is not for metaphysical ruminations. This short observation has at least some practicality. Over the last three weeks or so, the Delaware Court of Chancery has issued three opinions of over 100 pages each in as many weeks, with one of those three being over 200 pages in length. Prolific would be a fair word to use, among others, to describe such prodigious output. Although it is not rare for the Court of Chancery to publish opinions of over 100 pages, it remains noteworthy that the referenced three opinions, weighing in at over 400 pages, were issued in the month of August. In past generations, some courts took off during the month of August, and many lawyers took off for a large part of the month. It’s the last Sunday afternoon in August as I write this, and I need to attend to billable work, including a court deadline for tomorrow, so I’ll leave with three below links to the three referenced opinions, which I hope to return to with highlights at some point before too long.
- In Re Shawe & Elting, LLC, C.A. No. 9661-CB (Del. Ch. Aug. 13, 2015). This 100-pager involves the dissolution of a deadlocked company and also addresses litigation misconduct I actually already highlighted this decision on these pages.
- OptimisCorp v. Waite, C.A. No. 8773-VCP (Del. Ch. Aug. 26, 2015). This involves a dispute for control and allegations of misconduct among various factions of a company and its management. This 200-pager also features allegations of witness tampering and other litigation-related wrongdoing.
- In Re Dole Food Inc. Stockholder Litigation, C.A. No. 8703-VCL (Del. Ch. Aug. 27, 2015). This 100-pager involves a consolidated matter in which an appraisal action was combined with claims for breach of fiduciary duty in connection with a management-led buyout. The court found that the billionaire and his general counsel/COO who orchestrated the buyout engaged in fraud, but that the special committee as well as its financial and legal advisors were exemplary in their conduct.