Justia Delaware Court of Chancery Opinion Summaries

This matter involved the creation of a subsidiary, AbbVie, Inc., by Abbott Laboratires, the transfer of assets and liabilities to AbbVie and, as part of that transfer, mutual general releases of liability between the entities. Plaintiffs, in their capacity as AbbVie stockholders, sought to pursue derivatively a claim against certain of both Abbott’s and AbbVie’s directors for breach of fiduciary duties in connection with their approval of the releases. The Court of Chancery granted Defendants’ motions to dismiss, holding (1) Plaintiffs lacked statutory standing to derivatively sue Defendants on behalf of AbbVie for breach of duty in connection with the releases because they were not AbbVie stockholders at the time of the alleged wrong; and (2) the equitable considerations were too tenuous to support the equitable exception to 8 Del. C. 327 set forth in Shaev v. Wyly. View "In re AbbVie Inc. Stockholder Derivative Litig." on Justia Law

Plaintiff, a stockholder of Orbitz Worldwide, Inc., asserted four derivative claims challenging the fairness of the terms of a services agreement Orbitz entered into with a group of entities affiliated with Travelport Limited. Plaintiff alleged that Travelport owned forty-eight percent of Orbitz and thus controlled Orbitz when it signed the agreement. Plaintiff’s primary claims were that Travelport breached its fiduciary duty as a controlling stockholder by causing Orbitz to enter into the agreement on unfair terms and that Orbitz’s directors breached their fiduciary duties by approving the agreement. Defendants moved to dismiss the claims for failure to make a demand or to adequately plead demand is excused and for failure to state a claim upon which relief may be granted. The Court of Chancery granted the motions to dismiss, holding that demand was not excused as to any of Plaintiff’s derivative claims because Plaintiff failed to raise a reasonable doubt that at least half of the directors on Orbitz’s board could have exercised impartial business judgment in responding to a demand. View "Teamsters Union 25 Health Servs. & Ins. Plan v. Baiera" on Justia Law

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

Wallace B. Flint established a detailed estate plan in his Last Will and Testament that created a testamentary trust that would receive as its corpus the residue of his estate (the Trust). Flint’s daughter, Katherine, was an income beneficiary of the Trust. Katherine filed a petition seeking (1) to modify the terms of the Trust by rewriting its administrative provisions, thus converting the Trust from a traditional, trustee-managed structure into a directed trust where the trustee would serve only an administrative role; and (2) to modify a previous order regarding the law governing the Trust that would create a contingent choice of law provision in which Delaware law would govern all issues of administration unless it would or might create adverse tax affects, in which case New York law - the law that originally governed the Trust under Flint’s estate plan - would spring back into effect. The Court of Chancery denied both requests, holding (1) Katherine’s petition sought to modify the Will in a manner that conflicted with Flint’s intent; and (2) the proposed provision of the petition seeking an order providing that Delaware law will govern the administration of the trust under certain circumstances contained language that was too vague and uncertain to be implemented. View "In re Trust Under Will of Flint" 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

Petitioner, the homeowners’ association of Seabreeze subdivision, sued Marshall Jenney in an attempt to force him to remove vegetation allegedly growing on his property in violation of deed restrictions. Jenney settled that litigation but allegedly failed to comply with the settlement agreement. Petitioner then filed this action to enforce the settlement agreement. The enforcement action was settled by Jenney’s entry into a consent stipulation entered as an order, again requiring Jenney to trim his foliage. Subsequent litigation involved Petitioner’s ongoing effort to enforce the terms of the stipulation and order. Remaining at issue was the trimming of foliage on one portion of Jenney’s property. Jenney had his wife (together, Respondents) requested a stay of the Court of Chancery’s order directing that Respondents comply with the stipulation and order by June 30, 2015. The Court of Chancery (1) denied Respondents’ request for a stay, holding that the exercise of the Court’s discretion in favor of a stay was not warranted; and (2) ordered Respondents to pay Petitioner’s fees and costs in the amount of $3,750. View "Seabreeze Homeowners Ass’n v. Jenney" on Justia Law

This action arose out of the stock-for-stock merger of Jefferies Group, Inc. and Leucadia National Corporation. After the transaction was announced, the first of seven actions challenging the proposed transactions as filed in New York state court. The case subsequently proceeded in Delaware. Before trial began, the parties reached an agreement-in-principle to settle the case. The settlement, which was formally approved by the Court of Chancery, resulted in a payment of $70 million to the Class. Delaware Counsel sought an award of attorneys’ fees and expenses, and New York Plaintiffs filed a motion for a share of the fee award. The Court of Chancery (1) held that Delaware Counsel was entitled to a fee award of $21.5 million, which equated to 23.5 percent of the gross value of the settlement; and (2) denied the New York Plaintiffs’ motion for a share of the fee award in this action, holding that the New York Plaintiffs failed to substantiate their contribution to the results achieved in the Delaware action. View "In re Jefferies Group, Inc. Shareholders Litig." 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