Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013).
This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem…
Balch Hill Partners, L.P. v. Shocking Technologies, Inc., C.A. No. 8249-VCN (Del. Ch. Feb. 7, 2013).
Issue addressed: Whether expedited proceedings should be granted to consider the appointment of a receiver or custodian for an allegedly insolvent company pursuant to DGCL Sections 291 and 226? Short answer: Yes
Brief Overview
This letter…
In re BJ’s Wholesale Club, Inc. S’holders Litig., Cons., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013).
What this Case is About
This case alleged breaches of fiduciary duty in connection with the purchase of all outstanding shares by private equity firms. The Court granted a motion to dismiss in this 41-page decision.
Quick …
Two reviews of Professor Stephen Bainbridge’s recent book entitled Corporate Governance After the Financial Crisis, in the UCLA Law magazine and from the editor in chief of The Deal magazine, are worthwhile reading for anyone who wants to keep up to date with the leading scholarship on corporate governance by one of the…
Hockessin Community Center, Inc. v. Swift, C.A. No. 7789-VCL (Del. Ch. Oct. 5, 2012).
This decision is most useful for its treatment of nonstock corporations and de facto directors, although it also features enlightening historical anecdotes about important civil rights struggles in Delaware during the early 1950s.
Delaware does not have a separate statute…
Shocking Technologies, Inc. v. Michael, C.A. No. 7164-VCN (Del. Ch. Oct. 1, 2012).
Issues addressed: (1) Whether a dissident director may leak confidential data as part of his battle with the majority of directors, without breaching the duty of loyalty? (2) When a director breaches his duty of loyalty by leaking confidential data, …
Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers.
Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award
LP Member Protected from Self-Interested Transaction by Terms …
The Delaware Supreme Court today, in the case of Americas Mining Corp. v. Theriault, No. 29, 2012 (Del. Aug. 27, 2012), read here, in a 110-page opinion, upheld the Court of Chancery’s 100-plus page decision awarding over $2 billion in damages based on a breach of fiduciary duty claim in connection with the…
Seinfeld v. Slager, C.A. No. 6462-VCG (Del. Ch. June 29, 2012).
Issues Presented
(1) Whether board approval of a supplemental retirement bonus was a breach of fiduciary duty to the extent that it constituted waste and did not qualify for a tax deduction; and (2) Whether a stock option plan for the directors was…
Zucker v. Andreessen, C.A. No. 6014-VCP (Del. Ch. June 21, 2012).
Issues Presented
(1) Whether a $40 million severance package for the CEO of Hewlett-Packard, who could have been terminated for cause, constituted corporate waste; and (2) Whether the failure of the board to have a clearly defined succession plan in place was a…