Over the last 14 years that I have published this blog, I have compiled an annual review with a list of key Delaware corporate and commercial decisions that have widespread utility to practitioners, especially those court decisions that are not widely covered by other legal publications or the mainstream press. On a few occasions, I have prepared a mid-year … Continue Reading
Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp., C.A. No. 8624-vcn (Del. Ch. Feb. 24, 2014). Practical Insights on Decision: This Chancery opinion is one of many examples highlighted on these pages over the last 9 years or so, of the not infrequent inefficiency and unsatisfying nature of an action based on DGCL … Continue Reading
Cook v. Hewlett-Packard Co., C.A. No. 8667-VCG (Del. Ch. Jan. 24, 2014)(revised Jan. 30, 2014). Issue Addressed: Was a stockholder entitled to additional books and records from Hewlett-Packard regarding accounting fraud at a company HP purchased? Answer: No Short Highlights This post-trial letter opinion from the Court of Chancery denying a request for books and … Continue Reading
King v. DAG SPE Managing Member, Inc., C.A. No. 7770-VCP (Del. Ch. Dec. 23, 2013). Issue Presented: Whether a former director has standing to demand books and records under DGCL Section 220(d) or under the common law. Short Answer: No. Brief Overview: This Court of Chancery decision granted a motion to dismiss under Chancery Rule … Continue Reading
Louisiana Municipal Police Employees’ Retirement System v. Hershey Co., No. 7996, Master’s Report (Del. Ch. Aug. 16, 2013). This decision rejected a demand for books and records of the Hershey Company based on DGCL Section 220. The stockholder claimed, in essence, that Hershey’s management must be complicit in the abhorrent child labor practices in the two West … Continue Reading
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
Kalisman v. Friedman, C.A. No. 8477-VCL (Del. Ch. April 17, 2013). Issue Addressed: Can a corporation deny access to confidential data to a member of the board of directors based on the attorney/client privilege or work product doctrine? Short Answer: Not based on the facts of this case. Short Overview This gem of a decision is … Continue Reading
Pyott v. Louisiana Municipal Police Employees’ Retirement System, No. 380, 2012 (Del. Supr., April 4, 2013) Issues Addressed: (1) Whether or not a prior ruling by a California court dismissing a derivative suit served as a bar to subsequent Delaware derivative suits; and (2) Whether the failure to use Section 220 before filing suit created a … Continue Reading
Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery has penned a law review article with a former law clerk on the topic of shareholder litigation and how the burgeoning cases in this area have led to refinements in how shareholder representative suits in Chancery are handled. The article is entitled: Docket Dividends: … Continue Reading
Amalgamated Bank v. Dauphin County Employees Retirement Fund, No. 67-2013 (Del. Supr., Feb. 26, 2013). This short Order of the Delaware Supreme Court is noteworthy because it declined to address an issue that has filled many of the pages of this blog over the last 8 years or so: What is the appropriate role of DGCL … Continue Reading
Doerler v. American Cash Exchange, Inc., C.A. No. 7640-VCG (Del. Ch. Feb. 19, 2013). This gem of a Chancery decision provides an excellent overview of both the basic prerequisites of a claim for books and records under DGCL Section 220 as well as the nuances of certain defenses that may be–and may not be available … Continue Reading
The Ravenswood Investment Company, L.P. v. Winmill & Co., Inc., C.A. No. 7048-VCN (Del. Ch., Jan. 31, 2013). Issue Addressed: Whether a fiduciary duty claim can be combined with a Section 220 claim in the same complaint. Short Answer: No. Brief Summary This case involved a complaint that sought relief under DGCL Section 220 and … Continue Reading
The law review article we wrote recently on Section 220 of the Delaware General Corporation Law (DGCL), regarding the right of shareholders to books and records of a corporation, reached the Top 10 list of most downloaded articles on corporate governance from SSRN (which is a repository where one can find virtually all law review articles published in … Continue Reading
Rock Solid Gelt Ltd. v. The SmartPill Corp., C.A. No. 7100-VCN (Del. Ch. Oct. 10, 2012). Issue Presented: Whether a request for books and records was overly broad in connection with information sought to value one’s interests in a closely held company. Short Answer:Yes. Background This case involved an investment by Rock Solid in The SmartPill Corporation. Its … Continue Reading
Louisiana Municipal Police Employees’ Retirement System v. Lennar Corp., C.A. No. 7314-VCG (Del. Ch. Oct. 5, 2012). Issue Presented: Whether newspaper articles announcing a federal investigation of the company, together with prior lawsuits that were settled without an admission of fault, satisfy the requisite threshold of “some evidence” to establish a credible basis of wrongdoing … Continue Reading
South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012). Issues Addressed: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues: (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s dismissal with … Continue Reading
Louisiana Municipal Police Employees’ Retirement Systems v. Pyott, C.A. 5795-VCL (Del. Ch. June 11, 2012). Issues Addressed Whether collateral estoppel, Rule 23.1 or Rule 12(b)(6) apply to require the dismissal of a Delaware derivative suit based on the dismissal in California of a related derivative suit in which a federal court granted a Rule 23.1 … Continue Reading
Central Laborers Pension Fund v. News Corp., No. 682, 2011 (Del. May 29, 2012). Issue Raised on Appeal: Whether one can satisfy the proper purpose requirement of DGCL section 220 when a derivative action is filed simultaneously with the section 220 action. Short Answer: The Delaware Supreme Court declined to address the issue and instead … Continue Reading
Inspecting Corporate Books and Records in a Digital World: The Role of Electronically Stored Information is the title of the latest law review article that I co-authored with Kevin Brady. A former associate also joined us as a co-author. The article will appear in The Delaware Journal of Corporate Law in the issue distributed this month in hard copy, which … Continue Reading
The following key Delaware corporate and commercial decisions from the first four months of 2012 are a follow-up to our summary of the key decisions that we featured from 2011. We highlight on these pages all the corporate and commercial opinions from Delaware’s Supreme Court and Court of Chancery, and we have chosen the following 2012 rulings … Continue Reading
Amalgamated Bank v. NetApp, Inc., C.A. No. 6772-VCG (Del. Ch. Feb. 6, 2012). Issue Addressed Whether supplemental documents should be produced to comply with post-trial determination pursuant to DGCL Section 220 that books and records must be provided. Background In October 2010, the plaintiff in this case filed a stockholder derivative action in California based on … Continue Reading
Paul v. China MediaExpress Holding, Inc., C.A. No. 6570-VCP (Del. Ch. Jan. 5, 2012), read opinion here. Issues Addressed (1) Whether a Section 220 case should be stayed pending the outcome of a related federal securities suit; and (2) Whether the shareholder in this case established a proper purpose to inspect books and records under DGCL Section 220. Short … Continue Reading
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court … Continue Reading
Central Laborers Pension Fund v. News Corp., C.A. No. 6287-VCN (Del. Ch. Nov. 30, 2011), read letter ruling here. In this case involving a request for books and records under DGCL Section 220, the Court dismissed the suit as duplicative of a parallel suit for breach of fiduciary duty in connection with the purchase by … Continue Reading
