Justia Delaware Court of Chancery Opinion Summaries

Plaintiff contended that holders of common stock of Wesco were entitled to appraisal rights under Section 262 of the General Corporation Law, 8 Del. 262, in connection with a forward triangular merger among Wesco, its parent, and an acquisition subsidiary. The parties cross-moved for partial summary judgment on the availability of appraisal rights. The court held that because Wesco common stockholders were not required to accept consideration other than stock listed on a national securities exchange and cash in lieu of fractional shares, they were not entitled to appraisal rights. Accordingly, summary judgment on this issue was entered in favor of defendants. View "Krieger v. Wesco Financial Corp., et al." on Justia Law

This case involved the adoption and implementation of a redevelopment plan in South Wilmington known as the South Walnut Street Urban Renewal Plan (SWURP). Plaintiffs, property owners in the SWURP area, sought a permanent injunction and declaratory judgment finding that the SWURP and ordinances adopting the 2007 and 2009 amendments to the SWURP were legally invalid, and prohibiting their application. The City of Wilmington argued as a preliminary matter that there was no justiciable controversy, and moreover, even if there was a justiciable controversy, the SWURP was amended in 2009 and did not impose unlawful overlay zoning. The court concluded that, assuming that a justiciable controversy existed, the SWURP did not impose unlawful overlay zoning. Therefore, summary judgment was granted in favor of the city and plaintiffs' claims were dismissed without prejudice. View "Osbourne v. City of Wilmington" on Justia Law

This matter involved a dispute over the disposition of a certain parcel of real estate that was the residence of Arlington J. Wiltbank, who died on December 5, 2002 and was survived by three children, including Claudia Wiltbank-Johnson. Pursuant to Court of Chancery Rule 144, the court carefully reviewed de novo the record of the trial before the Master and also heard live testimony regarding certain potentially dispositive credibility issues that the court had found existed based on its review of the record. The court concluded that Claudia had not satisfied her burden of proving that Wiltbank granted her a life estate in the property in exchange for caring for him toward the end of his life. Therefore, the partition of the property could proceed. View "Brown v. Wiltbank, et al." on Justia Law

This case was a class action brought on behalf of the former shareholders of Alloy, challenging a going-private transaction (Merger) that cashed out the company's public shareholders for allegedly inadequate consideration. Although the shareholders voted to approve the Merger, two of Alloy's nine directors retained their senior management positions at and received an equity interest in the now privately-held company. The former shareholders claimed that those two directors thus unfairly extracted for themselves an opportunity to share in Alloy's continued growth without offering the same opportunity to the public shareholders. Regarding the alleged breaches of fiduciary duty by the directors in negotiating and approving the Merger, the court found that the complaint failed to state a claim for damages. The court also found that the complaint failed to allege sufficient facts to support an inference that the alleged disclosure violations were the product of anything other than good faith omissions by the directors who authorized them. Because of the exculpatory provision of Alloy's certificate of incorporation, the complaint thus failed to state a claim for damages against the Alloy directors for beach of their duty of disclosure. Finally, the court also dismissed the claims for aiding and abetting against defendants who were not affiliated with Alloy. Therefore, the court granted defendants' motions to dismiss in all respects. View "In re Alloy, Inc. Shareholder Litigation" on Justia Law

This action came before the court following the insolvency and proposed rehabilitation of a Delaware insurance company. At issue was whether the arbitration clause in the reinsurance agreements between the insolvent insurance company and the reinsurer were enforceable against the receiver under Delaware law. If so, the question became whether this court should, in its discretion, require the parties to honor their agreement to arbitrate in light of the ongoing rehabilitation of the insurer. The court held that Delaware law permitted enforcement of the arbitration clause of the reinsurance agreements against the receiver and that the parties should be required to arbitrate their competing claims to the disputed cash. In addition, the court ordered a partial stay of the proceedings pending resolution of the arbitration. View "In the Matter of The Rehabilitation of Manhattan Re-Ins. Co." on Justia Law

This action arose out of the proposed open merger of OPENLANE with Riley, wholly-owned subsidiary of ADESA which in turn, was a wholly-owned subsidiary of KAR (KAR and, together with Riley and ADESA, collectively, the "Purchasing Entities" or "KAR"). Plaintiff brought a class action on behalf of himself and all other public shareholders of OPENLANE and sought to enjoin preliminarily the merger. The court held that a balancing of the equities did not tilt toward enjoining the transaction. Accordingly, the motion for a preliminary injunction was denied. View "In re OPENLANE, Inc. Shareholders Litigation" on Justia Law

Plaintiff, individually and as trustee of the Peter R. Brinckerhoff Revocable Trust, was the holder of limited partnership units (LP units) of Enbridge Energy Partners, L.P. (the Partnership). Plaintiff, both derivatively, on behalf of the Partnership, and directly, on behalf of the public holders of the Partnership LP units, brought various claims against defendants. Defendants subsequently moved to dismiss all of plaintiff's claims. The court held that Count I was dismissed because plaintiff failed to plead facts suggesting that defendants acted in bad faith; Count II and IV were dismissed for failure to state a claim; and Count III was dismissed because plaintiff could not plead an implied covenant claim. View "Brinckerhoff v. Enbridge Energy Co., Inc., et al." on Justia Law

Plaintiff, a former shareholder of infoGroup, Inc., brought its Second Amended Class Action complaint asserting, on behalf of themselves and their fellow former shareholders, that the merger of infoGroup into a subsidiary of CCMP Capital Advisors, pursuant to an agreement entered on March 8, 2010, was the product of breaches by the then-directors of infoGroup of the fiduciary duty of loyalty. The court held that the claim which plaintiff sought to assert was individual in nature and that plaintiff had alleged sufficiently that the merger was not approved by a disinterested and independent majority of the directors. The court also held that, although plaintiff acknowledged that it was not asserting certain claims the dismissal of which had been sought by defendants, for purposes of avoiding confusion, those claims were dismissed. Accordingly, with that limited exception, the court denied defendants' motions to dismiss. View "New Jersey Carpenters Pension Fund v. InfoGroup, Inc., et al." on Justia Law

This matter was before the court on a motion to dismiss, pursuant to Court of Chancery Rule 23.1, for failure to make a pre-suit demand upon the board, and Court of Chancery Rule 12(b)(6) for failure to state a claim. At issue was whether actions taken by certain director defendants fell outside of the fiduciary boundaries existing under Delaware case law - and were therefore subject to judicial oversight - or whether the acts complained of were within those broad boundaries, where a law-trained judge should refrain from acting. The court held that the facts pled in support of allegations that the director defendants violated fiduciary duties in setting compensation levels and failing to oversee the risks created thereby, if true, only supported a conclusion that the directors made poor business decisions. Thus, plaintiffs have failed to allege facts sufficient to state a claim. Consequently, the court need not reach the Rule 12(b)(6) issue. View "In re: The Goldman Sachs Group, Inc. Shareholder Litigation" on Justia Law

Decedent's parents brought a wrongful death action against the nominal defendant after the nominal defendant allegedly ran through a stop sign which resulted in decedent's death. As part of that dispute, decedent's parents sought to discover information regarding two trusts, collectively known as the JBG Children's 1991 Trust (1991 Trusts), that nominal defendant and his ex-wife created for the benefit of their children (beneficiaries). Plaintiff, the trustee of the 1991 Trusts filed the present action seeking to confirm that the nominal defendant had no beneficial interest in the 1991 Trusts and that, therefore, decedent's parents should not be permitted to depose the trustee's employees in Delaware or Florida or otherwise obtain records of, or confidential information about, those trusts. The trustee subsequently filed a Motion and Proposed Order for a Rule to Show Cause in this action that would direct the decedent's parents to appear before the court and state why it should not enter a declaratory judgment. As a preliminary matter, the court held that the trustee's claims for relief presented an actual case or controversy sufficient to support a justifiable claim for relief under the Delaware Declaratory Judgment Act, 10 Del. C. 6501-6513. The court also held that the McWane Cast Iron Pipe Corp. v. McDowell-Wellman Eng'g Co. Doctrine did not justify maintaining a stay and that there was no good reason to delay further proceedings to address the narrowly focused relief sought by the trustee's motion for entry of a rule to show cause. View "Bessemer Trust Co. of DE, N.A. v. Wilson" on Justia Law