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v. WICKES COMPANIES, INC., WCI Holdings Corporation, WCI Holdings II Corporation, Sanford C. Sigoloff, Wilhelm A. Mallory, Ellsworth L. Johnson, Sanford Kaplan, Preston Silbaugh, Peter B. Sweet, Rita E. Hauser, Edmund M. Kaufman, James R. Birle, Thomas J. Campbell, Jon B. Kutler, Robert B. McKeon, Stephen A. Schwartzman, David A. Stockman, and WCI Acquisition Corporation, Defendants Below, Appellees.
Decided: Dec. 12, 1990. Rehearing Denied Jan. 25, 1991. Chancery Court, New Castle County. AFFIRMED. Before CHRISTIE, Chief Justice, and MOORE and HOLLAND, Justices. This 12th day of December, 1990, the Court having considered this matter on the briefs and oral arguments of the parties, and having concluded that the same should be affirmed on the basis of and for the reasons assigned by the Court of Chancery in its opinion dated March 27, 1990, with one qualification. That qualification relates to an issue which was referred to in the Court of Chancery's opinion but was not presented in this appeal. In its opinion, the Court of Chancery noted that "Delaware law has continued to isolate the director's duty of loyalty as one running to the corporation and its shareholders." Glinert v. Wickes Companies, Inc., et al., Del.Ch., C.A. No. 10407, Allen, C. (March 27, 1990). Thereafter, the Court of Chancery stated that "it may, however, be overly broad to say that in no circumstances may a board be said to owe fiduciary duties of loyalty to any person other than a present equity owner. This case presents an interesting if unexpected example of a situation in which a fiduciary duty might arguably be said to exist, even when the beneficiary of that duty is not yet a stockholder." Id. Consequently, the Court of Chancery granted the plaintiff leave to file an amended complaint asserting that the directors breached a fiduciary duty to the warrant holders. The plaintiff did not file an amended complaint. Therefore, that aspect of the Court of Chancery's opinion was not an issue in this appeal. However, this Court's affirmance of the Court of Chancery's decision cannot be construed as an approval of the rationale in that portion of the Court of Chancery's opinion which granted the plaintiff leave to amend her complaint. That portion of the Court of Chancery's decision appears to be a departure from this Court's holdings in Simons v. Cogan, Del.Supr., 549 A.2d 300 (1988) and Continental Airlines Corp. v. American General Corp., Del.Supr., 575 A.2d 1160 (1990). NOW, THEREFORE, IT IS HEREBY ORDERED that the judgment of the Court of Chancery be, and the same hereby is, AFFIRMED. |