Justia Delaware Supreme Court Opinion Summaries

Plaintiff filed this action seeking books and records from HP under 8 Del. C. 220. At issue was whether a letter concerning allegedly inappropriate conduct by a corporate executive should be kept under seal. The court held that the Court of Chancery acted well within its discretion in holding that the intervenor did not establish good cause to maintain the confidentiality of the letter and therefore, the letter should be unsealed. View "Hurd v. Espinoza and Hewlett-Packard Co." on Justia Law

Sagarra, a Spanish corporation, was a minority shareholder of Uniland, also a Spanish corporation. Sagarra brought a Court of Chancery action to rescind the sale, by CPV, of Giant, to Uniland. CPV was the controlling stockholder of both Giant and Uniland. Sagarra purported to sue derivatively on behalf of a wholly-owned Delaware subsidiary of Uniland, UAC, which was specifically created as the vehicle to acquire Giant. Defendants moved to dismiss the complaint on the ground that Sagarra lacked standing to enforce a claim on behalf of UAC. The Court of Chancery held that Sagarra's standing to sue was governed by Spanish law, because Uniland - the only entity in which Sagarra owned stock - was incorporated in Spain. The court upheld the Court of Chancery's reasoning and judgment because Sagarra failed to satisfy the demand requirements of Spanish law. View "Sagarra Inversiones, S.L., v. Cementos Portland Valderrivas, S.A., et al." on Justia Law

Plaintiff brought this action under 8 Del. C. 220 to inspect certain books and records of defendant. More specifically, plaintiff sought to inspect one document that defendant refused voluntarily to disclose: an interim report (Covington Report) prepared by defendant's outside counsel in connection with an internal investigation into sexual harassment allegations made against defendant's former CEO. The Court of Chancery denied plaintiff relief and held that plaintiff had not demonstrated a need to inspect the Covington Report sufficient to overcome the attorney-client privilege and work product immunity protections. The court affirmed, but on the alternative ground that plaintiff had not shown that the Covington report was essential to his stated purpose, which was to investigate possible corporate wrongdoing. View "Espinoza v. Hewlett-Packard Co." on Justia Law

Liberty commenced this action against the Trustee under the Indenture, seeking injunctive relief and a declaratory judgment that the proposed Capital Splitoff would not constitute a disposition of "substantially all" of Liberty's assets in violation of the Indenture. The Court of Chancery concluded, after a trial, that the four transactions at issue should not be aggregated, and entered judgment for Liberty. The Court of Chancery concluded that the proposed splitoff was not "sufficiently connected" to the prior transactions to warrant aggregation for purposes of the Successor Obligor Provision. The court agreed with the judgment of the Court of Chancery and affirmed. View "The Bank of New York Mellon Trust Co. v. Liberty Media Corp." on Justia Law

CML, a junior secured creditor of JetDirect, sued JetDirect's present and former officers directly and derivatively for breaching their fiduciary duties. The Vice Chancellor dismissed all four of CML's claims. The court affirmed the judgment because CML, as a JetDirector creditor, lacked standing to sue derivatively on JetDirect's behalf. View "CML V, LLC, et al. v. Bax, et al." on Justia Law

Intercontinental Exchange, Inc. and the Board of Trade of the City of New York, Inc. (collectively, defendants), merged in 2007. Plaintiff was a member of the Board of Trade before the merger and the merger agreement required that if a member, including plaintiff, wished to continue in the newly merged enterprise, the member had to submit an Election Form specifying that preference by a stated deadline. Plaintiff did not receive the Election Form until after the deadline had passed and thereafter, defendants learned that many members, including plaintiff, had failed to submit the Election Form. Defendants waived the deadline and then, in an ad hoc manner and without notice to any member, imposed a new deadline. Defendants subsequently decided that plaintiff's Form was untimely and, of all the post-deadline-filled Forms, plaintiff's Form was the only one that defendants deemed untimely and refused to honor. Thereafter, plaintiff filed an action alleging breach of contract and the Court of Chancery ruled in favor of defendants. The court concluded, however, that defendants waived the initial deadline and also failed to retract that waiver by providing reasonable notice of their new deadline. Because the retraction of the waiver was invalid as a matter of law, plaintiff's Election Form was timely. Accordingly, the judgment of the Court of Chancery was reversed and the matter remanded for further proceedings. View "Amirsaleh v. Bd of Trade of the City of New York Inc., et al." on Justia Law

This appeal arose out of a contest for control of Trans-Resources, Inc., a Delaware corporation, where plaintiffs brought a Court of Chancery action under 8 Del. C. 225 against defendant to determine which stockholder group possessed the majority voting interest entitled to elect the Trans-Resources board of directors. The court affirmed the judgment of the Court of Chancery in so far as it embodied and implemented the rulings in the Merits and Spoliation Opinions; and reversed to the extent it adjudicated the beneficial ownership of the Orly Trust Shares and the Genger Shares based on the determinations made in its August 9, 2010 Side Letter Opinion and August 18, 2010 Final Judgment Order. View "Genger v. TR Investors, LLC, et al." on Justia Law

Appellants in this derivative action, who are shareholders of Primedia, Inc., appealed the Court of Chancery's decision granting the Primedia Special Litigation Committee's ("SLC") Motion to Dismiss claims arising out of a series of alleged violations of fiduciary duty by defendants. As a preliminary matter, the court invoked the exception to mootness doctrine in this case because it was a matter of public importance that was capable of repetition yet could evade review where other litigants have raised the Brophy v. Cities Co. issue in actions now pending before the Court of Chancery. The court held that Brophy did not require an element of harm to the corporation before disgorgement was an available remedy and to the extent Pfeiffer v. Toll conflicted with this holding, it was wrong. In Brophy, the court relied on the principles of restitution and equity and as the Brophy court recognized, it was inequitable to permit the fiduciary to profit from using confidential corporate information. The court also held that the Vice Chancellor's analysis of the SLC's Motion to Dismiss under Zapata Corp. v. Maldonado's second prong could not be affirmed in the shadow of Pfeiffer's incorrect holding. Accordingly, the judgment of the Court of Chancery was reversed and the case remanded for further proceedings. View "Kahn, et al. v. Kolberg Kravis Roberts & Co., L.P., et al." on Justia Law