Justia Delaware Court of Chancery Opinion Summaries

This derivative suit was brought by the named plaintiff, a stockholder in United Technologies Corporation (UTC), on behalf of UTC. The plaintiff alleged that the UTC board of directors caused UTC to misrepresent violations of export controls by two of its subsidiaries to the federal government. Defendants were the members of the UTC board at the time of the complaint and the former chairman and CEO of UTC. The plaintiffs, however, failed to allege that any of the individuals other than the CEO and the first-named defendant were not independent. The Court of Chancery dismissed the complaint with prejudice as to the named plaintiff on the ground that the plaintiff failed to plead facts supporting an inference that a majority of the board faced a substantial likelihood of personal liability. View "Harold Grill 2 IRA v. Chenevert" on Justia Law

This action arose out of the sale of Giant Cement Holding, Inc. (Giant) by defendant Cementos Portland Valderrivas (CPV) to defendant Corporacion Uniland S.A. Sagarra Inversiones, S.L. (Sagarra) challenged the transaction on the basis of CPV's self-dealing because of its position as the majority shareholder on both sides of the transaction. Sagarra purported to bring this action individually and derivatively on behalf of nominal defendant Uniland Acquisition Corp. (Uniland Delaware). The court held that to the extent the Complaint asserted a multiple derivative action on behalf of Uniland Delaware, it must be dismissed because Sagarra did not have standing to raise those claims based on the court's review of Spanish law. The court held that for the same reasons, Counts I and II, which assert multiple derivative claims on behalf of Uniland Delaware, were dismissed. The court's determination with respect to Sagarra's lack of standing as to Counts I and II was equally applicable to Count III. The court finally held that because Count IV raised fiduciary duty claims under Spanish law, the better course of action was for the court to exercise its discretion and dismiss Count IV. Therefore, defendants' motion to dismiss the Complaint was granted and an implementing order would be entered. View "Sagarra Inversiones, S.L. v. Cementos Portland Valderrivas, S.A., et al." on Justia Law