LexisNexis® Legal Newsroom
Delaware Court of Chancery Denies Motion to Dismiss Claims Alleging Breach of Duty of Loyalty against Directors in Sale of Company

New Jersey Carpenters Pension Fund v. infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011), read opinion here . Issue Addressed Whether directors breached their duty of loyalty in connection with the sale of a company based on their domination and/or intimidation by the largest shareholder...

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty, Waste and Caremark Claims Challenging Goldman Sach’s Compensation Structure

In the case of In Re The Goldman Sachs Group, Inc. Shareholder Litigation , C.A. No. 5215-VCG (Oct. 12, 2011), read opinion here , Vice Chancellor Glasscock, in his first major corporate law decision, granted defendants' motion to dismiss a derivative action brought against Goldman's current...

50% Shareholder Didn't Owe Fiduciary Duty To His 50% Co-Shareholder

This week's decision from the Business Court in Maurer v. Maurer, 2013 NCBC 44 [ an enhanced version of this opinion is available to lexis.com subscribers ] is a continuation of the litigation between Jill Maurer and the company owned by her and her husband, which was the subject of three Business...

Don't Sue A North Carolina Board Of Directors Over A Merger Without Reading This Case

Last week's Order in Gusinsky v. Flanders Corp ., 2013 NCBC 46 [ an enhanced version of this opinion is available to lexis.com subscribers ], should be required reading for lawyers thinking of suing the directors of a corporation in North Carolina over a merger transaction. It provides guidance on...

The NC Supreme Court Speaks on Fiduciary Duty and Piercing the Corporate Veil

The best lines in Green v. Freeman , decided last week by the NC Supreme Court, are that "[t]he doctrine of piercing the corporate veil is not a theory of liability [ an enhanced version of this opinion is available to lexis.com subscribers ]. Rather, it provides an avenue to pursue legal claims...

Delaware Court of Chancery Allows Claims Against Ron Burkle in Challenged Transaction

OTK Associates, LLC v. Friedman , C.A. No. 8447-VCL (Del. Ch. Feb. 5, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. A few takeaways from this Court of Chancery opinion involving a challenged recapitalization of Morgans Hotel Group by investor Ron Burkle include...

Delaware Court of Chancery Chides Investment Banker on Both Sides of Deal

In Re Rural Metro Corporation Stockholder Litigation , C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This noteworthy opinion deserves more fulsome commentary but for present purposes we highlight that this 90-page post-trial...

Rural Metro and Joint Liability

Vice Chancellor Laster handed down an opinion on damages in the Rural Metro case. You'll remember in Rural Metro, RBC was found liable for aiding and abetting director violations of their fiduciary duties in connection with the sale of the corporation to Warburg Pincus. RBC worked hard to structure...

Fiduciary Duty as a Source of Board Focus for Long-Term Shareholder Value Creation

The fiduciary duties of members of corporate boards are usually invoked in connection with directors’ potential liability exposures. However, in their January 2015 Harvard Business Review article entitled “Where Boards Fall Short” ( here ), Dominic Barton , global managing director...

Delaware Court of Chancery Dismisses Fiduciary Duty Claims in Alternative Entity Context

Lewis v. Aimco Properties, L.P., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ] This short opinion from the Delaware Court of Chancery is notable for its discussion and rejection of a claim that fiduciary duties were owed in...