OPINION LASTER, Vice Chancellor. The plaintiffs own an undisclosed number of shares of Sauer-Danfoss Inc. ("Sauer-Danfoss" or the "Company"). They filed suit hours after Danfoss A/S, the Company's controlling stockholder, announced a plan to launch a tender offer for the Sauer-Danfoss minority shares. After filing, the plaintiffs did not actually litigate. Instead, their counsel tried to set up a disclosure-only settlement. For disputed reasons, talks broke down. After the plaintiffs amended...
OPINION LASTER, Vice Chancellor. The plaintiff contends that holders of common stock of Wesco Financial Corporation were entitled to appraisal rights under Section 262 of the General Corporation Law, 8 Del. C. 262, in connection with a forward triangular merger among Wesco, its parent Berkshire Hathaway Inc., and Montana Acquisitions, LLC, a Berkshire acquisition subsidiary. Under the merger agreement, Wesco's minority stockholders could elect to receive merger consideration in the form...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. I. BACKGROUND Before me is the Defendants' Motion for Judgment on the Pleadings. Because no answer has been filed, the Motion is premature. In the interest of judicial economy, I will consider the Motion as seeking dismissal under Court of Chancery Rule 12(b)(6). 1 Consistent with the well-known standard for such a motion, I accept as true all well-pled factual allegations in the Plaintiff's Verified Complaint, and I draw all reasonable...
MEMORANDUM OPINION LASTER, Vice Chancellor. The plaintiffs sought a preliminary injunction against the acquisition of Compellent Technologies, Inc. ("Compellent" or the "Company") by Dell Inc. The parties settled after significant discovery but before merits briefing or a hearing. The settlement consideration consisted of modifications to the deal protections in the merger agreement, including the rescission of a stockholder rights plan adopted in connection with the transaction, and six...
SAM GLASSOCK III, VICE CHANCELLOR. Dear Counsel: I have Encite's Motion to Allow Expert Testimony, together with the Director Defendants' Response. In its Motion, the Plaintiff asked me to set aside prior rulings in this case by then-Chancellor Chandler, the presiding judicial officer, that preclude Plaintiff's use of an expert to testify on damages at trial. For the reasons stated below, I deny the Plaintiff's Motion. The facts of this case are stated at length in my Memorandum Opinion of...
SAM GLASSOCK III, Vice Chancellor. Dear Counsel: I have the Plaintiff's Motion for Judgment on the Pleadings on Counts IV and VI of his Verified Amended Complaint ("Complaint"), together with a Partial Motion for such a judgment with respect to Count I. I also have the parties' briefing on these Motions. This case involves the Plaintiff's claim for advancement and indemnification regarding lawsuits arising out of his tenure of employment with the Defendant. Count I of the Complaint seeks...
OPINION LASTER, Vice Chancellor. Plaintiff Michael D. Judy moved to enforce a subpoena and compel the production of documents from his former counsel, Potter Anderson & Corroon LLP ("Potter Anderson"). Approximately four months ago, Potter Anderson withdrew from representing Judy for reasons including unpaid bills. Potter Anderson and Judy could not resolve their fee dispute, and Potter Anderson asserted a retaining lien over its files. Judy contends that he needs the documents held by...
OPINION LASTER, Vice Chancellor. Plaintiff Seven Investments, LLC and defendant AD Capital, LLC agreed to combine their investment management operations into a single firm to be known as Canvas Companies, LLC. After coming to believe that AD Capital was engaged in fraud, Seven Investments terminated the arrangement. In a formal termination agreement dated as of April 3, 2009 (the "Termination Agreement" or "TA"), Seven Investments agreed to pay certain enumerated expenses, and the parties...
OPINION LASTER, Vice Chancellor. Plaintiff Steven Klig was terminated as a partner of Deloitte LLP and Deloitte Tax LLP after he pled guilty to a criminal charge relating to allegedly stalking and harassing an ex-lover. After learning of his arrest, Deloitte management placed Klig on an unpaid leave of absence. When Klig later asked to return to work, Deloitte management decided to resume paying Klig his approximately $1.4 million in annual compensation, but otherwise would not allow him to...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. This case involves a claim for breach of the fiduciary duty of loyalty. At the center of this dispute are the assets (mostly intellectual property) of Integrated Fuel Cell Technologies, Inc. ("IFCT" or the "Company"), a now-defunct tech startup company founded by Stephen Marsh to develop potentially revolutionary micro fuel cell technology. This technology, if perfected, could have replaced batteries in portable electronic devices such as cell...
Dear Counsel: SAM GLASSOCK III, VICE CHANCELLOR. As promised, the following is my decision on the scheduling issues presented at the teleconference held on November 21, 2011. After reviewing 8 Del. C. 145(a)-(c), the relevant K-V Pharmaceutical Company ("KV") bylaws, and the Indemnification Agreement, I have determined that it would be efficient for discovery purposes for me to provide the parties with guidance as to the appropriate legal standard in connection with Mr. Hermelin's...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. This case involves the interpretation of two provisions in a merger agreement between the Defendant corporation and a company whose former stockholders are represented by the Plaintiff. The two provisions at issue deal with contingent payments due in certain circumstances from the Defendant to those stockholders. The Plaintiff argues that the Defendant's establishment of a joint venture with a third party accelerated the obligation to pay some...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. This case involves the adoption and implementation of a redevelopment plan in South Wilmington known as the South Walnut Street Urban Renewal Plan (the "SWURP"). Among other things, the SWURP outlines broad redevelopment objectives—along with more specific building guidelines that property owners must abide by—designed to promote development on the South Wilmington riverfront. The Plaintiffs, property owners in the SWURP area, seek a permanent...
OPINION LASTER, Vice Chancellor. In this action brought pursuant to 8 Del. C. 225, the plaintiffs seek a determination that certain written consents validly removed the defendant directors and replaced them with a new slate. The defendant directors contend that they could not be removed or a new slate elected without the consent of a majority of the Series B Preferred Stock. Applying enhanced scrutiny, I hold that the defendant directors breached their fiduciary duties when issuing the...
MEMORANDUM OPINION GLASSCOCK, Vice Chancellor. The Delaware General Corporation Law is, for the most part, enabling in nature. It provides corporate directors and officers with broad discretion to act as they find appropriate in the conduct of corporate affairs. It is therefore left to Delaware case law to set a boundary on that otherwise unconstrained realm of action. The restrictions imposed by Delaware case law set this boundary by requiring corporate officers and directors to act as...
MEMORANDUM OPINION LASTER, Vice Chancellor. This post-trial opinion determines the voting membership of GnB, LLC ("GnB" or the "Company"), a Delaware limited liability company. The parties dispute whether Firehouse Gallery, LLC ("Firehouse"), a Florida limited liability company, is a voting member of GnB. If it is, then GnB is deadlocked. If Firehouse is only an assignee, then plaintiff Eric Phillips controls GnB. The parties also dispute whether GnB (i) possesses an exclusive license to use...
Dear Counsel: SAM GLASSCOCK III, Vice Chancellor. This is my decision on the application of plaintiff Smart Home, Inc. ("Smart Home") for a Temporary Restraining Order. 1 Smart Home has specifically requested that its presentation be ex parte, because, according to the Plaintiff, it appears that the Defendant, Bryan Selway ("Mr. Selway"), might, upon notice of this matter, take the very acts that the TRO request is designed to prevent. The following facts are truncated and taken from the...
MEMORANDUM OPINION LASTER, Vice Chancellor. Plaintiffs seek an interim award of attorneys' fees and expenses for (i) causing the defendants to issue supplemental disclosures and (ii) obtaining a preliminary injunction, see In re Del Monte Foods Co. S'holders Litig., 2011 WL 1677458 (Del. Ch. Feb. 14, 2011) [hereinafter Injunction Opinion ]. I award $2.75 million for the supplemental disclosures and defer ruling on the benefits conferred by the injunction. I. FACTUAL BACKGROUND The...
MEMORANDUM OPINION CHANDLER, Chancellor. This lawsuit arises from a failed venture between plaintiff/counterclaim-defendant OverDrive, Inc. ("OverDrive" or "plaintiff") and defendant/counterclaim-plaintiff Baker & Taylor, Inc. ("Baker & Taylor" or "defendant"). Plaintiff, a leader in the field of digital media distribution (i.e., digital audiobooks, eBooks, and music), and defendant, a leading distributor of physical media (i.e., physical books, videos, and music products), entered into an...
MEMORANDUM OPINION PARSONS, Vice Chancellor. This case involves a stockholder challenge to the decision of two funds within the Vanguard mutual fund complex to purchase shares of allegedly illegal foreign online gambling businesses that are publicly traded in overseas capital markets. The plaintiffs allege that various defendants, including the board of trustees overseeing the two Vanguard Delaware statutory trusts whose funds purchased such shares, as well as various financial advisory firms...
