In a shareholder class action, the plaintiffs sought relief alleging an unfair exchange ratio in a stock-for-stock merger of two public companies. The defendants moved for summary judgment. The Court of Chancery denied Defendant's Motion.
Continue Reading...Segen v. Comvest Venture Partners, LP., C.A. No. 04-822 JJF, 2005 WL 1320875 (D.Del. June 2, 2005).
This opinion decided two motions to dismiss the Complaint. The motions were filed by two sub-groups of defendants, referred to as the "ComVest Defendants" and the "Priddy Defendants" for convenience. The Court denied both motions because they relied upon the same grounds and arguments.
Continue Reading...In re Toys "R" Us Shareholder Litigation, C.A. No. 1212-N, 877 A.2d 975 (Del. Ch. June 24, 2005)
The Court of Chancery considered a motion to enjoin a vote of the stockholders of Toys "R" Us, Inc. to consider approving a merger with an acquisition vehicle formed by a group led by Kohlberg Kravis Roberts & Co. Pursuant to the terms of the merger agreement, the Toys "R" Us stockholders would receive $26.75 per share for their shares. The $26.75 per share merger consideration constituted a 123% premium over the price of TRU stock when merger negotiations began in January 2004. Plaintiffs charged the board did not act reasonably in pursuit of the highest attainable value. The Court of Chancery denied the motion to enjoin a stockholder vote on the proposed merger, saying stockholders could stop the merger by voting if they thought it was unfair
Continue Reading...Bowen v. E. I. du Pont de Nemours and Co., Inc., C.A. No. 97C-06-194 CH, 2005 WL 1952859 (Del. Super. Ct. June 23, 2005), aff'd, 906 A.2d 787 (Del. 2006).
In this case, the plaintiffs, eight minor children and their parents, alleged that the children suffered from birth defects because of an agricultural product called Benlate. Alleging that certain of the experts for one of the plaintiffs were unqualified and that their opinions were unreliable, the defendant brought a Daubert motion pursuant to Delaware Rule of Evidence 702 to exclude their testimony regarding one of the minor children. The Court found for the defendants, and excluded the experts' testimony
Continue Reading...The plaintiff brought an action for breach of contract, and the defendant counterclaimed for fraudulent misrepresentation. Following a non-jury trial, the Court found that the defendant breached the contract, and had waived its right to claim fraudulent misrepresentation on part of the plaintiff.
Continue Reading...Paul A. Flynn v. CIBC World Markets Corp., C.A. No. 976-N, 2005 WL 1538337 (Del. Ch. June 21, 2005)
In an action for summary adjudication pursuant to 8 Del. C. Sec. 145(k), Plaintiff's claim of right to advancement and reimbursement of legal fees was dismissed because the Plaintiff was not an employee of the defendant.
Continue Reading...This matter springs from a commercial dispute. The present opinion pertains to plaintiff's Daubert Motion seeking to exclude a part of the proposed expert testimony of defendants' expert. The expert intended to testify on accounting matters. The Court granted plaintiff's motion holding that the challenged parts of the proposed testimony failed the test of relevancy.
Continue Reading...Roy E. Disney v. The Walt Disney Company, C.A. No. 234-N, 2005 WL 1538336 (Del. Ch. June 20, 2005).
The Court of Chancery considered the confidentiality of certain documents on remand from the Supreme Court. Plaintiff moved to lift a confidentiality designation placed on ten documents.
Continue Reading...The plaintiffs brought an action for fraud, alleging that the value of certain equipment the plaintiffs purchased in 1996 was not as the defendants represented. One of the defendants moved to dismiss, arguing that the statute of limitations had expired. Treating the motion to dismiss as a motion for summary judgment, the court dismissed the action against the defendant because the statute had expired.
Continue Reading...The Court considered six motions in this action: (1) motion to dismiss Count I, seeking to recover damages from directors for breach of fiduciary duties of care, duty and loyalty and to dismiss Count II, asserting a claim for damages against director Rapoport; (2) a motion for partial summary judgment on both counts above; (3) a motion to strike the plaintiff's summary judgment affidavits; (4) a motion to strike the plaintiff's jury demand; (5) a motion in limine for exclusion of evidence and testimony not disclosed in plaintiff's responses and contention interrogatories; and (6) a motion in limine to preclude evidence relating to events that took place prior to August 6, 1998. The Court granted the motions to dismiss Counts I and II but denied the other motions as moot to the extent they related to Counts I and II.
Continue Reading...Vice Chancellor Strine ruled on a fee request in a case arising out of a proposal by the Cox Family to take Cox Communications private. The Family proposed a merger on fully negotiable terms with an opening bid of $32. The proposal was immediately followed by a flurry of class action lawsuits, as well as the formation of a special committee to review and evaluate the terms of the offer. The Family tentatively agreed with a special committee of independent directors to a price of $34.75 per share subject to approval by a majority of the minority stockholders and conditioned on settlement of the outstanding lawsuits, a final fairness opinion, and agreement on the terms of a final merger agreement.
Counsel for the plaintiffs eventually agreed that the $34.75 price accepted by the special committee was fair, accepted the other terms of the transaction, and agreed to settle their claims. After settlement, the Cox family agreed not to oppose a request by plaintiffs' counsel for payment of attorneys' fees of up to $4.95 million. Certain Cox stockholders, however, did object to the fee request and the Court of Chancery heard their obections.
The Court slashed a $4.95 million fee request to an award of $1.275 million and advised the plaintiff's bar to consider that award "generous."
Continue Reading...Plaintiff dissident shareholders seek to void the result of a corporate election of directors, to compel the company to make full and fair disclosure of the CEO selection process, and (following such disclosure) compel another election of directors. Defendants filed a motion to dismiss Plaintiffs' complaint. The Court of Chancery denied the Motion.
Continue Reading...Amalgamated Bank v. UICI, C.A. No. 884-N, 2005 WL 1377432 (Del. Ch. June 2, 2005)
Plaintiff Amalgamated Bank brought an action under 8
Del. C. § 220 to inspect the books and records of UICI, a corporation in which it was a shareholder.
The Court of Chancery permitted Plaintiff's inquiry, despite the request encompassing documents likely only to reveal time-barred and other precluded causes of action.
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For more information concerning any of these cases, contact Edward M. McNally at emcnally@morrisjames.com or 302.888.6880
