Justia Delaware Court of Chancery Opinion Summaries

This matter involved a supposed "asset protection trust" (Henry's trust) settled by and for the benefit of respondent where petitioner, BNY Mellon Trust of Delaware (BNY), held a demand note representing a several hundred thousand dollar loan BNY had made to respondent, secured by the assets of his mother's estate and trust. At issue was whether BNY was entitled to summary judgment on the issue of breach of fiduciary duty in its management of Henry's trust. The court held that respondents failed to articulate a theory, and have failed to allege any specific facts, which would indicate that BNY acted in bad faith. The court also held that because respondent had failed to allege facts indicating that BNY's decision to pledge trust assets, and to liquidate and hold trust assets in cash, were taken in bad faith, summary judgment on the remaining fiduciary claims was appropriate. View "The Irrevocable Asset Protection Trust of Henry C. Rohlf" on Justia Law

Plaintiff, a significant stockholder in a holding company managed by the individual defendants, alleged, both on behalf of a class and derivatively, breaches of fiduciary duty regarding defendants' adoption of a stock buyback plan, their adoption of an options plan, issuance of the options to themselves, and the decision by the company to vote in favor of a transaction involving the sale of a subsidiary's interest in a third entity. At issue was whether the court should grant defendants' motion to dismiss pursuant to Court of Chancery Rule 12(b)(6) for failure to state a claim. The court denied defendants' motion to dismiss Count II only with regard to the claim that defendants' vote of Winmill & Co. Incorporated's ("Winmill") interest in Bexil Corporation in favor of the York Insurance Services Group, Inc. sale was self-interested and unfair to Winmill. The court otherwise granted defendants' motion to dismiss. View "The Ravenswood Investment Co., L.P. v. Winmill, et al." on Justia Law

Plaintiffs, the manager of a hedge fund, sent a heated letter to defendants, plaintiffs' sole outside investor, in which the manager made statements about what the manager would do if the investor did not surrender to the manager's settlement demands. At issue was whether the hedge fund manager's letter was admissible on the grounds that the letter was subject to an absolute privilege and otherwise barred from admission by Delaware Rule of Evidence 408. The court held that the letter was admissible where the investor sought to introduce the threats made in the settlement letter not to prove claims pre-existing the letter but as evidence of new wrongdoing and of a wrongful state of mind.