Justia Delaware Court of Chancery Opinion Summaries

Pending litigation asserted claims related to compensation awarded to Defendants. Specifically, a compensation committee with various ties to the controlling shareholder family awarded executive compensation and benefits to the patriarch of that family and his son. In addition, a board dominated by members of the controlling family approved non-executive director compensation, which accrued to three family-member directors with qualifications and attendance records that were called into question. Plaintiff filed this action to remedy alleged harms primarily through damages and disgorgement. Defendants moved to dismiss pursuant to Court of Chancery Rule 12(b)(6). The Court of Chancery granted Defendants’ motions to dismiss, holding that although the amount of compensation and board composition raised some concern, that concern did not justify judicial intervention in this case. View "Friedman v. Dolan" on Justia Law

Petitioner Meyer Natural Foods LLC (Meyer) was a managing member and owner of a fifty-one percent capital interest in Premium Natural Beef LLC (PNB). Respondents owned twelve percent, twelve percent, and twenty-five percent capital interests of PNB. Petitioner asked for judicial dissolution of PNB, citing an inability to continue the business “in conformity with the parties’ original agreement.” Respondents opposed dissolution, stating concerns about prejudice in litigation ongoing in another forum and asserting that the business remained reasonably practicable. Petitioner moved for partial summary judgment on the issue of dissolution, arguing that continued operation was not reasonably practicable and that Respondents had sought rescission, effectively consenting to dissolution. The Court of Chancery granted partial summary judgment, concluding (1) it was no longer reasonably practicable to continue to operate PNB in accordance with the LLC agreement’s stated purpose; and (2) while Respondents had not agreed to dissolution, the equities weighed in favor of dissolution. View "Meyer Natural Foods LLC v. Duff" on Justia Law

In 2012, the Court of Chancery concluded in a Memorandum Opinion that Defendant Simon Michael had breached his fiduciary duties as a director of Plaintiff Shocking Technologies, Inc. In the Memorandum Opinion, the Court asked counsel to submit a form of implementing order. That did not occur, and judgment was not entered. Therefore, Michael lost the opportunity to appeal. The Court of Chancery vacated the Memorandum Opinion on the grounds that Michael’s expectation of appellate review was frustrated because of events not within his control. View "Shocking Technologies, Inc. v. Michael" on Justia Law

This dispute concerned the question of whether a secondary stock offering at an unusually high price, demanded by private equity investors that owned 44 percent of a corporation’s stock and facilitated by the directors that they appointed, impermissibly allowed select shareholders to benefit to the detriment of the corporation. From as early as 2012 complaints were filed related to the sale of stock in June 2011. Plaintiffs in the instant derivative action demanded futility based on the composition of the board at the time of the earlier-filed complaints. Plaintiffs asserted claims for breach of fiduciary duties, aiding and abetting, and unjust enrichment. In light of the investors’ contractual right to sell and the absence of a demonstrable basis for recovery, the Court of Chancery dismissed Plaintiffs’ claims for failure to state a claim. View "In re Molycorp, Inc. Shareholder Derivative Litig." on Justia Law

This action concerned a transaction in which Vivendi S.A. divested its controlling equity position in Activision Blizzard, Inc.. The transaction (“the Restructuring”) restructured Activision’s governance profile and stockholder base. The Lead Plaintiff and his attorneys (Lead Counsel) challenged the Restructuring. Before trial, the parties entered into a Settlement, and Lead Counsel sought court approval for the settlement. Thereafter, three objectors appeared. The first objector objected to the Settlement itself and the other two sought a fee award for their counsel. The Court of Chancery approved the Settlement, awarded $72.5 million to Lead Counsel, authorized Lead Counsel to make a $50,000 payment to the Lead Plaintiff from their award, and denied any fee award to the objectors’ counsel. View "In re Activision Blizzard, Inc. Stockholder Litig." on Justia Law

Plaintiffs - shareholders in their individual capacities - filed a complaint alleging that Defendants breached the duty of loyalty by conducting a self-interested recapitalization. Monetary damages were not available to Plaintiffs, but the Court of Chancery granted Plaintiffs leave to petition the Court for an award of attorneys’ fees and expenses, noting its inherent equitable power to shift attorneys’ fees and its statutory authority to shift costs. The Court concluded that Plaintiffs were entitled to an award of $2 million in attorneys’ fees and expenses, as such an award promotes meritorious litigation to address harm from disloyal acts and comports with equitable principles. View "In re Nine Systems Corp. S’holders Litig." on Justia Law

Quandrant Structured Products Company, Ltd. owned debt securities issued by Athilon Capital Corp. a Delaware corporation. Quadrant asserted derivative claims for breach of fiduciary duty against the members of Athilon’s board of directors, contending that Athilon was insolvent. Defendants moved for summary judgment, arguing (1) for a creditor to have standing to maintain a derivative action, the corporation on whose behalf the creditor sues must be insolvent at the time of suit and continuously thereafter; and (2) when defining solvency, a plaintiff must prove that the corporation has no reasonable prospect of returning to solvency. The Court of Chancery denied Defendants’ motion for summary judgment on the breach of fiduciary duty claims, holding (1) to bring a derivative action, a creditor (i) must plead and later prove that the corporation was insolvent at the time the suit was filed, and (ii) must plead and later prove insolvency under the traditional balance sheet or cash flow tests; and (2) there was evidence which supported a reasonable inference that Athilon was insolvent at the time Quadrant filed suit. View "Quadrant Structured Prods. Co., Ltd. v. Vertin" on Justia Law

At issue in this derivative action were awards of restricted stock units (RSUs) that were granted to non-employee directors of Citrix Systems, Inc. (Citrix) (the RSU Awards). The majority of the directors’ compensation consisted of these RSU Awards, which the board’s compensation committee granted under Citrix’s Equity Incentive Plan (Plan). Citrix stockholders approved the Plan. Plaintiff-stockholder brought this action contending that the RSU Awards were, when combined with the cash payments that Citrix’s non-employee directors receive, “excessive” in comparison with the compensation received by directors at certain of Citrix’s peers. Plaintiff asserted claims for breach of fiduciary duty (Count I), waste of corporate assets (Count II), and unjust enrichment (Count III). Defendants moved to dismiss the complaint for failure to state a claim and for failure to make a pre-suit demand upon Citrix’s board. The Court of Chancery (1) denied Defendants’ Court of Chancery Rule 23.1 motion, as demand was futile; and (2) granted Defendants’ Court of Chancery Rule 12(b)(6) motion as to Count II but denied it as to Counts I and III, concluding that it was reasonably conceivable that the non-employee directors’ total compensation was not entirely fair to Citrix and that Defendants were unjustly enriched by the RSU Awards. View "Calma v. Templeton" on Justia Law

In 2012, Well Union Capital Limited (WU Parent) and Tom James Company (James) formed Carlisle Etcetera LLC (Carlisle). A James executive was appointed as Carlisle’s CEO, and through the CEO, James controlled Carlisle’s day-to-day operations. After Carlisle was formed, WU Parent transferred its member interest to a wholly owned subsidiary called Well Union U.S. Holdings, Inc. (WU Sub). Under the Delaware Limited Liability Company Act (the LLC Act), the transfer rendered WU Sub an assignee, rather than a member. When the relationship between US Parent and James deteriorated, both sides agreed that one needed to buy out the other, but they could not agree on a buyout procedure or price. During negotiations over the buyout, James sought to use its privileged position to extract concessions from WU Sub. WU Sub petitioned the Court of Chancery to dissolve Carlisle. James filed a motion to dismiss, arguing that because WU Sub was an assignee rather than a member, it lacked standing to petition for statutory dissolution under the LLC Act. The Supreme Court denied the motion, holding (1) WU Parent and WU Sub lacked standing to petition for statutory dissolution under the LLC Act; but (2) WU Sub had standing to seek dissolution in equity. View "In re Carlisle Etcetera LLC" on Justia Law

Plaintiffs were four Delaware-domiciled captive insurance companies. The State Insurance Commissioner prosecuted their claims as their receiver in liquidation, alleging fraudulent conduct on the part of the companies’ president, breach of fiduciary duty on the part of the other directors of the corporation, and, as to the companies’ auditors and their administrative management company, aiding and abetting breaches of fiduciary duty, breach of contract, and negligence. The Court of Chancery dismissed in part the claims against the auditors and their company, holding (1) the doctrine of in pari delicto applies in this case and effectively bars the relevant claims against those defendants; (2) Plaintiffs’ claims for breach of contract and negligence are dismissed on grounds of in pari delicto, but the fiduciary duty exception to in pari delicto covers Plaintiffs’ claims for aiding and abetting a breach of fiduciary duty; and (3) Plaintiffs’ motion to dismiss their claims for aiding and abetting against each of the auditors and the administrative management company is denied, except as they relate to the auditor that was retained second. View "Hon. Karen Stewart v. Wilmington Trust SP Servs., Inc." on Justia Law