In the case of In re Southern Peru Copper Corporation Shareholder Derivative Litigation, C.A. No. 961-CS (Del. Ch. Oct. 14, 2011), read opinion here, [read revised opinion of Dec. 20, 2011 here], the Delaware Court of Chancery explained in more than 100 pages why the directors of a company breached their fiduciary duties in
Chancery Court
Chancery Rejects Breach of Fiduciary Duty Arguments in Merger Challenge
By Francis Pileggi on
Posted in Chancery Court Updates
In re Alloy, Inc. Shareholders Litigation, C.A. No. 5626-VCP (Del. Ch. Oct. 13, 2011). Read this Delaware Court of Chancery opinion here.
Issue Addressed: Did the directors breach their fiduciary duties in connection with voting on a merger in light of benefits they received that were not enjoyed by all shareholders and in light…
Chancery Confirms that Appraisal Rights Not Available for Shareholders who Could Receive Publicly Traded Shares of Acquirer
By Francis Pileggi on
Posted in Chancery Court Updates
Krieger v. Wesco Financial Corp., C.A. No. 6176-VCL (Del. Ch. Oct. 13, 2011). Read opinion here from the Delaware Court of Chancery in this case of first impression.
Issue Addressed
Whether holders of common stock were entitled to appraisal rights under DGCL Section 262 when those stockholders could elect to receive merger consideration in the…
Chancery Allows Supplement to Complaint
By Francis Pileggi on
Posted in Chancery Court Updates
In Gerber v. ECE Holdings, LLC, C.A. No. 3543-VCN (Del. Ch. Sept. 29, 2011), the Court of Chancery addressed a motion to both amend and supplement a complaint.
Issues Addressed
The differences between a motion to supplement and a motion to amend a complaint, as well as whether Rule 15 (aaa) bars a motion to…
Chancery Denies Motion to Dismiss Claims Alleging Breach of Duty of Loyalty against Directors in Sale of Company
By Francis Pileggi on
Posted in Chancery Court Updates
New Jersey Carpenters Pension Fund v. infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011), read initial opinion here and revised opinion here
Issue Addressed
Whether directors breached their duty of loyalty in connection with the sale of a company based on their domination and/or intimidation by the largest shareholder.
Background
This case involved…
Chancery Allows Statutory Claims for Treble Damages to Proceed against Trustee for Breach of Fiduciary Duty
By Francis Pileggi on
Posted in Chancery Court Updates
Merrill Lynch Trust Company, FSB v. Campbell, C.A. No. 1803-VCN (Del. Ch. Sept. 28, 2011). Read letter ruling here. Summaries of prior Chancery decisions in this case are available here and here.
Issue Addressed
In the latest iteration of this long running dispute, which has featured remands to the Court of Chancery from…
Chancery Court Issues Preliminary Injunction Against Verizon Union Strikers
By Francis Pileggi on
Posted in Chancery Court Updates
In Verizon of Delaware, Inc. v. Communications Workers of America, Local Nos. 13100 and 13101, et al., C.A. No. 6766-CS (Order) (Del. Ch. Aug. 10, 2011), available here, the Court of Chancery addressed the problems that arose with picketing during the recent Verizon employee strike.
This post was prepared by a former associate of…
Chancery Court Dismisses Claim Against Blackstone Group Regarding Bank Merger
By Francis Pileggi on
Posted in Chancery Court Updates
Alliance Data Systems Corp. v. Blackstone Capital Partners V L.P. and Aladdin Solutions, Inc. , (Del. Ch., Jan. 15, 2009), read opinion here.
We are fortunate to have another guest post by Delaware lawyer Kevin Brady who provided the following summary of this important decision.
This Chancery Court decision is another example of merger partners after…
Chancery Requires Apollo-backed Hexion to Fulfill Its Contractual Duty to Buy Hunstman Despite Material Adverse Effect Clause
By Francis Pileggi on
Posted in Chancery Court Updates
In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., (Del. Ch., Sept. 29, 2008), read opinion here, the Delaware Chancery Court rejected the arguments of Hexion, which is 92% owned by private equity group Apollo, that it should be relieved of its contractual obligations to buy 100% of Huntsman’s stock based on a July 2007…
Collateral Estoppel Bars Pending Claims
By Francis Pileggi on
Posted in Chancery Court Updates
In Troy Corp. v. Schoon, (Del. Ch., July 18, 2008), read opinion here, the Chancery Court addressed the issue of collateral estoppel and found that certain claims were barred due to prior litigation in which the plaintiffs had the opportunity to raise the same claims that are now being pursued in this current matter. The…