WILLIAM B. CHANDLER, III, Chancellor. Dear Counsel: I have your recent letters about the scope of discovery for the evidentiary hearing scheduled for January 25, 2011. To clarify my December 23, 2010 letter, I am authorizing limited discovery regarding the documents presented to and considered by the boards of Airgas and Air Products regarding Air Products increased $70 per share offer and Airgas's response to that increased offer. Depositions may be taken of those individuals (at Air...
MEMORANDUM OPINION LASTER, Vice Chancellor. Seven different putative class actions have been filed on behalf of holders of common stock of Del Monte Foods Company ("Del Monte" or the "Company"). The competing plaintiffs and their law firms have not been able to agree on an organizational structure. Three different coalitions of plaintiffs and their counsel seek to lead the consolidated action. Each contender has strengths and weaknesses. Each law firm is qualified and would perform...
OPINION LASTER, Vice Chancellor. Plaintiff Hamilton Partners, L.P. owns approximately 4% of the common stock of nominal defendant New York Health Care, Inc. ("NYHC"), a de-listed New York corporation. Nominal defendant The Bio Balance Corp. ("Bio Balance"), a Delaware corporation, is a wholly owned subsidiary of NYHC. Three of the individual defendants —Murry Englard, Howard Berg and Yoram Hacohen (the "Director Defendants")—serve as directors of both NYHC and Bio Balance. The second amended...
MEMORANDUM OPINION STRINE, Vice Chancellor. I. Introduction The plaintiffs, Sage Software, Inc. and Sage Software Canada LTD. (collectively, "Sage") seek a declaration regarding the interpretation of the December 23, 2003 Agreement and Plan of Merger (the "Agreement") under which Sage acquired ACCPAC International, Inc. from the defendant, CA, Inc. (the "Merger"). As part of that Agreement, CA agreed to indemnify Sage for any "Tax Losses" associated with ACCPAC allocable to the period...
WILLIAM B. CHANDLER III, Chancellor. Dear Counsel: I write today for three reasons. First, in light of the Supreme Court's decision in Airgas, Inc., et al. v. Air Products & Chemicals, Inc. , No. 649, 2010 (Del. Nov. 23, 2010), and the fact that Airgas's 2011 annual meeting will now, under Delaware law, take place "approximately" in September 2011, eight months later than it would have taken place had the January annual meeting bylaw been upheld, please advise the Court of the following:...
WILLIAM B. CHANDLER III, Chancellor. Dear Counsel: I have thoroughly reviewed the briefs on the parties' motions for summary judgment. For the following reasons, I grant summary judgment to beneficiaries Elizabeth Haskell Fleitas and Kaylee H. Fleitas and deny summary judgment to respondent beneficiaries Stephanie McGinley and Andrea Wiseman. I. BACKGROUND 1 Before the Court are cross-motions for summary judgment. The moving parties include Elizabeth Haskell Fleitas ("Elizabeth"), and her...
OPINION CHANDLER, Chancellor. This is my decision on plaintiff's motion to compel arbitration of defendants' counterclaims for misappropriation of trade secrets and use of infrastructure. The background facts of this litigation are described in detail in my two earlier decisions in this matter, so I will not recite them all again here. 1 In short, this is a case involving sophisticated parties on both sides, who joined together to set up investment vehicles by which to utilize their...
OPINION LASTER, Vice Chancellor. Plaintiff CML V, LLC ("CML") lent funds to JetDirect Aviation Holdings, LLC ("JetDirect" or the "Company"). JetDirect's operating subsidiaries are in bankruptcy, and the complaint plausibly pleads that JetDirect is insolvent. In Counts I-III, CML asserts derivative claims for breach of fiduciary duties against defendants John Bax, Gregory S. Campbell, Louis Cappelli, Jane Garvey, Steven M. Hankin, Paul M. Harrington, Donald Hebb, Jeffrey P. Kelly, James W....
OPINION LASTER, Vice Chancellor. In 2006, Aveta Inc. closed the acquisition of Preferred Medicare Choice Inc. ("PMC"), a Puerto Rico corporation. Aveta purchased PMC's Class A shares from its controlling shareholders for 60.93% of the aggregate consideration, then merged a Puerto Rico acquisition subsidiary into PMC. PMC's non-controlling Class B shares were converted into the right to receive the remaining 39.07% of the consideration. Part of the consideration was paid at closing, subject to...
OPINION CHANDLER, Chancellor On June 29, 2007, eBay launched the online classifieds site www.Kijiji.com in the United States. eBay designed Kijiji to compete with www.craigslist.org, the most widely used online classifieds site in the United States, which is owned and operated by craigslist, Inc. ("craigslist" or "the Company"). At the time of Kijiji's launch, eBay owned 28.4% of craigslist and was one of only three craigslist stockholders. The other two stockholders were Craig Newmark ("...
OPINION LASTER, Vice Chancellor. Representatives of a putative class of minority stockholders have challenged a controlling stockholder freeze-out structured as a first-step tender offer to be followed by second-step short-form merger. The plaintiffs have sued the controlling stockholder, its controlled subsidiary, and the four members of the subsidiary board. Three of the subsidiary directors are also directors of the controller. The fourth is an independent outsider and the sole member of...
OPINION LASTER, Vice Chancellor. The plaintiffs are a group of affiliated investment funds and their advisor, SV Investment Partners, LLC (collectively, "SVIP"). In 2000, they purchased over 94% of the Series A Preferred Stock (the "Preferred Stock") issued by the defendant ThoughtWorks, Inc. ("ThoughtWorks" or the "Company"). The amended and restated certificate of incorporation of ThoughtWorks dated April 5, 2000 (the "Charter") granted the holders of the Preferred Stock the right to have...
OPINION LASTER, Vice Chancellor. Plaintiff GTSI Corp. is one of three members of defendant Eyak Technology, LLC, a Delaware limited liability company (dubbed "EyakTek" by the parties). GTSI has asserted a variety of claims against (i) EyakTek itself, (ii) fellow LLC members The Eyak Corporation ("Eyak Corp.") and Global Technology, LLC ("Global"), and (iii) five individuals who are managers or officers of EyakTek. EyakTek and the individual defendants have moved to stay this action until an...
