OPINION LASTER, Vice Chancellor. In January 2012, Hecla Mining Company ("Hecla" or the "Company") issued a press release lowering its projections for silver production, and the United States Mine Safety and Health Administration ("MSHA") issued a press release noting that Hecla had been cited for numerous safety violations. Within weeks, two lawsuits alleging violations of the federal securities laws were filed in Idaho federal court. In this action, Steven and Linda South, alleged...
MEMORANDUM OPINION NOBLE, Vice Chancellor. Plaintiff, AM General Holdings LLC ("Holdco"), directly and derivatively on behalf of Nominal Defendant Ilshar Capital LLC ("Ilshar"), has moved for a mandatory preliminary injunction against Defendants The Renco Group, Inc. ("Renco"), Ira L. Rennert ("Rennert"), and ILR Capital LLC ("ILR") (collectively, the "Defendants"). Specifically, Holdco seeks an order requiring the Defendants to cause ILR to comply with its obligations under Section 9.1(b) of...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. Plaintiff Barry Henson and Defendants Filomena Sousa and Daniel Wilkinson (all citizens and residents of Australia) formed Talsico, LLC, in 1995. Talsico provides operational advice to prominent businesses in various industries including pharmaceuticals, medical devices, aviation, and consumer products. 1 Henson has alleged that Sousa and Wilkinson have terminated Talsico's employees and disrupted its customer relationships in order to transfer...
OPINION LASTER, Vice Chancellor. This case began as a control dispute in which the managing member of Oculus Capital Group, LLC ("Oculus," "OCG," or the "Company") sought to block the non-managing member from attempting to take over the managerial role. After a stipulated order and assorted rulings, the control dispute has largely been resolved. What remains are the non-managing member's counterclaims, which seek damages from the managing member and its human controller based on the actions...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. I. BACKGROUND This action was brought by Plaintiff George Rich, Jr. to compel a meeting of the stockholders of Defendant Fuqi International, Inc. ("Fuqi") pursuant to Section 211 of the Delaware General Corporation Law. 1 Fuqi is a Delaware Corporation, but its headquarters and operations are located in Shenzhen, China. Fuqi is a jewelry company that designs, produces, and sells "high-quality precious metal jewelry in China, consisting of...
OPINION LASTER, Vice Chancellor. By opinion dated May 16, 2012, affiliates of ASB Capital Management, LLC (collectively "ASB") obtained reformation of three limited liability company agreements (the "LLC Agreements") governing real estate joint ventures with affiliates of The Scion Group, LLC (collectively "Scion"). See ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member, LLC, 2012 WL 1869416 (Del.Ch. May 16, 2012) (the "Merits Decision"). The LLC Agreements contain...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. Before me are cross motions for attorneys' fees in connection with a dispute over a merger between Perfumania Holdings, Inc. ("Perfumania"), and Parlux Fragrances, Inc. ("Parlux"). The Plaintiff, Jose Dias, as a stockholder of Parlux, sought to enjoin the merger on the basis that the Parlux directors failed to secure the best price for the Parlux stockholders and failed to disclose all material information in regard to the merger. On April 5,...
SAM GLASSOCK III, Vice Chancellor. Dear Counsel: This matter involves the Living Trust of Eleanor A. Wilson, deceased, and the Living Trust of Samuel C. Wilson, deceased (collectively, the "Trust"). Eleanor and Samuel Wilson ("Mr. and Mrs. Wilson") were husband and wife. They created reciprocal, mirror-image trusts, into which their estates poured for the primary benefit of their two daughters, Linda Wilson ("Wilson") and Sandra Kelsch ("Kelsch"). After the death of their parents, Wilson and...
MEMORANDUM OPINION SAM GLASSCOCK, III, Vice Chancellor. This matter involves a corporation, CrossFit, Inc., a successful distributor of fitness and training regimens. CrossFit licenses its name and products to thousands of affiliated gyms across the country, and these gyms have developed a large and passionate community of members. CrossFit is wholly owned by an artificial entity, the marital community enjoyed by Greg and Lauren Glassman. The artifice of that entity is in the midst of being...
SAM GLASSCOCK, III, Vice Chancellor. Dear Counsel: This Letter Opinion addresses the outstanding Motion to Compel filed by Plaintiff NuVasive, Inc. ("NuVasive"). Briefly, Defendant Lanx, Inc. ("Lanx") is a competitor of NuVasive. NuVasive alleges that Lanx has lured away a number of NuVasive employees to work for Lanx, in breach of various duties owed to NuVasive by these employees. NuVasive seeks damages from and injunctive relief against Lanx. In the Motion to Compel, NuVasive seeks the...
MEMORANDUM OPINION LASTER, Vice Chancellor. Plaintiff Christopher J. Feeley serves as the managing member of AK-Feel, LLC, a Delaware limited liability company. AK-Feel serves as the managing member of Oculus Capital Group, LLC ("Oculus"), also a Delaware limited liability company. Oculus employs Feeley as its President and CEO. During late 2011, defendant NHAOCG, LLC ("NHA"), a New York limited liability company, purportedly declined to renew Feeley's employment agreement with Oculus. In...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. This matter is before me on a Motion to Dismiss. It involves a limited partner, also a controller of the general partner, which owned certain assets, upon purchase of which the partnership relies for its business growth. This controlling partner has, through a merger, effectively sold these assets to a third party. As a result, the assets will be unavailable for further transfer to the partnership. Other limited partners have sued the controlling...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. Two news articles report that a corporation is included in an industry-wide investigation by government agencies concerning compliance with the Fair Labor Standards Act ("FLSA"). 1 Is that fact, together with the existence of a handful of old employee lawsuits alleging corporate violations of the FLSA, sufficient to support a books-and-records demand to investigate a potential Caremark claim Under the facts below, I conclude that the answer...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. This case involves a question of first impression: to what extent may the State of Delaware recover correctly paid Medicaid payments from a Supplemental Needs Trust upon the death of the beneficiary Specifically, may the State seek to recoup Medicaid payments made to the beneficiary before the trust was established I conclude that Congress' intent, as expressed by statute, is that a state may recoup those Medicaid payments which would not have...
OPINION GLASSCOCK, Vice Chancellor. This matter involves whether this Court can exercise jurisdiction over what is essentially a real estate possession action, notwithstanding that the Legislature has vested exclusive jurisdiction over such matters with the Justice of the Peace Courts. Under the circumstances here, at least, the answer is no. I. FACTS A. Parties Plaintiff WenDover, Inc. ("WenDover"), is a Delaware corporation that operates a Wendy's Old Fashioned Hamburgers franchise ("...
J. TRAVIS LASTER, Vice Chancellor. Dear Counsel: On April 12, 2011, IQ Holdings, Inc. ("IQ Holdings") filed a petition seeking appraisal of its shares in American Commercial Lines Inc. ("American"). The parties have engaged financial experts. IQ Holdings retained David N. Fuller, and American retained Melissa Kibler Knoll. Believing that IQ Holdings improperly revised and supplemented its expert report after the discovery cutoff, American has moved to strike the revised portions and to...
SAM GLASSCOCK III, VICE CHANCELLOR. Dear Counsel: This is my decision on the Plaintiffs' request that I enter an order providing that my Memorandum Opinion of July 27, 2012 (the "Opinion"), was intended to be issued pursuant to Court of Chancery Rule 54(b), thereby constituting a partial final judgment. For the reasons below, I deny the Plaintiffs' request. On July 23, 2012, I heard oral argument on dispositive motions and issued a ruling from the bench (i) dismissing Count V of the Verified...
OPINION GLASSCOCK, Vice Chancellor. This matter involves whether this Court can exercise jurisdiction over what is essentially a real estate possession action, notwithstanding that the Legislature has vested exclusive jurisdiction over such matters with the Justice of the Peace Courts. Under the circumstances here, at least, the answer is no. I. FACTS A. Parties Plaintiff WenDover, Inc. ("WenDover"), is a Delaware corporation that operates a Wendy's Old Fashioned Hamburgers franchise ("...
SAM GLASSCOCK III, VICE CHANCELLOR. Dear Counsel: This matter involves a request under Section 225 of the Delaware General Corporation Law ("DGCL") 1 to determine the composition of the Board of Directors of L.O.M. Medical International, Inc. ("L.O.M." or the "Company"). The dispute centers on whether certain Defendants were validly elected as directors (the "Challenged Directors") at a meeting of the stockholders held on April 17, 2012. The Plaintiffs allege that the stockholder meeting was...
OPINION GLASSCOCK, Vice Chancellor. This matter involves whether this Court can exercise jurisdiction over what is essentially a real estate possession action, notwithstanding that the Legislature has vested exclusive jurisdiction over such matters with the Justice of the Peace Courts. Under the circumstances here, at least, the answer is no. I. FACTS A. Parties Plaintiff WenDover, Inc. ("WenDover"), is a Delaware corporation that operates a Wendy's Old Fashioned Hamburgers franchise ("...
