Tag Archives: entire fairness

BJR Protected Allegedly Interested Director Transaction; When Section 220 Tolls Statute of Limitations

Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013). Issue Addressed:  Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors. Short Answer:  No. Background: Many prior Delaware decisions in this long-running internecine family business dispute have … Continue Reading

Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders

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 … Continue Reading

Supreme Court Affirms $2 Billion Judgment and $300 Million in Fees for Breach of Fiduciary Duty

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 sale of … Continue Reading

Hallmark Receives Welcome Greeting: Chancery Approves Recapitalization of Affiliate

S. Muoio & Co. LLC v. Hallmark Entertainment Investments Co., C.A. No. 4729-CC ( Del. Ch. Mar. 9, 2011), read 63-page Delaware Court of Chancery opinion here. Hat tip to Wilmington corporate litigator Kurt Heyman for sending me this opinion today. He and his partners Patricia Enerio and Dominick Gattuso represented some of the prevailing defendants in this case. Short Overview: … Continue Reading

Chancery Court Grants Partial Summary Judgment to Both Parties in Self-Dealing Case

Rhodes v. SilkRoad Equity, LLC,  Del. Ch., No. 2133-VCN (April 15, 2009), read letter opinion here. Prior opinions in this case from the Delaware Chancery Court were reviewed on this blog here. Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his following review of this Delaware Chancery Court decision. On April 15, 2009, Vice … Continue Reading