Supreme Court decision

Chancery Court decision

Affirms Chancery Court decision

Which dismissed Brophy claim for insider trading

No evidence that when defendant officers sold their shares,
they possessed material, non-public information about
Oracle's being unable to meet its publicly disclosed projections

Chancery decision

Proceeding under DGCL § 220 stayed, pending appeal

Recent amendment of DGCL § 220 provided reasonable grounds for litigating it's scope and meaning

Beneficial owner of stock failed to satisfy attestation requirements of DGCL § 220

Dismisses request to inspect company's books and records

Warrant holders had no cause of action for breach of the implied covenant of good faith and fair dealing

Warrant contract gave them no right to participate in an exchange agreement that allegedly would have provided a higher share price

Affirms Chancery Court decision   Del Ch  1.16.04

Defendant company tried to invoke three-year statute of limitations to avoid indemnification

Held that the plaintiff could not have been sure that the SEC investigation against him was resolved until 1994

Plaintiff brought claim for indemnification in 1996

Reverses Chancery Court decision   Del Ch   3.24.04

Plaintiffs granted motion to amend complaint

To allege breach of fiduciary duty based on a claim that a director obtained an inflated premium on the sale of his shares

Director allegedly agreed to promote another company's interests as a quid pro quo

Employment agreement provided for the return of confidential documents upon termination of employment

Defendant employee was not entitled to retain these documents

Must instead use discovery to obtain these documents for use in litigation over his termination

Suit to compel limited partners to honor their capital obligations

Survives motion to dismiss

Denies defendant's motion to dismiss

Plaintiff claims that directors breached their duty of loyalty
by selling LLC's assets

Sale rendered plaintiff's units worthless

To avoid advancement, company claimed plaintiff had "unclean hands"

But there was no evidence that plaintiff had sheltered assets to hinder company from collecting on any ultimate obligation to repay

Decision for plaintiff

As part of a merger, controlling shareholders agreed to a "lock-up"

Held, not to be coercive

Distinguishes - and limits - Omnicare decision

Dispute over validity of written consents to remove director of a closely-held company

Rejects argument that plaintiffs had duties of disclosure beyond those set forth in DGCL § 228

Dismisses defendant's motion to stay a DGCL § 220 inspection of its books and records

Defendant unsuccessfully invoked stay of discovery in a related federal securities action

Required notice given after a short-form merger must either be accompanied by detailed financial disclosures or disclose summary financial information and adequately advise shareholders about where and how to obtain more detailed information

Motion for summary judgment granted in part, denied in part

Decision re: Remedy 3.04.05

Controlling stockholder must prove the entire fairness of his receipt of unauthorized loans

Interest-free loans to corporate officers and directors are not per se prohibited under Delaware law

Motion to dismiss granted in part, denied in part

Plaintiff's state law claim against its IPO underwriters wasn't pre-empted by federal law

Claims that underwriters participated in kickback scheme were not securities fraud claims

Motion to dismiss granted in part, denied in part

Investigating alleged mismanagement of a rights offering was a proper purpose under DGCL § 220

Denies motion to dismiss

Rejects claims that Michael Ovitz had fiduciary duties when negotiating terms of his joining Disney as its president

Wasn't a fiduciary until he assumed position of president

No material changes were made to his employment agreement after he became president

Motion for summary judgment granted in part, denied in part

Applying Tooley, held that plaintiff's action was derivative

Because the corporation suffered the harm and would receive the benefit of any recovery

Motion to dismiss granted

Denied plaintiff advancement of expenses

Legal fees sought were due to plaintiff's lawyer spending time with an unqualified non-lawyer consultant

Applying Tooley, held that plaintiff's breach of loyalty claims were derivative but that the his entire fairness claim was direct

Motion to dismiss granted in part, denied in part

Roy Disney sought to lift confidentiality designation of documents obtained per DGCL § 220

For use in his campaign to effect changes in management compensation

Motion to lift confidentiality was denied

"Insured versus insured" exclusion in a D&O liability policy did not apply to a derivative action brought by the committee of unsecured creditors

Because the committee brought suit on behalf of the estate, and not the debtor-in-possession

Motions for partial summary judgment decided.

Dismissed plaintiffs derivative action

Plaintiff failed to plead facts supporting her claim of demand futility premised on the directors alleged lack of independence

Plaintiff did not meet the continuous-ownership requirement necessary for standing as a lead plaintiff in a derivative action

Owning warrants wasn't sufficient

Motion for summary judgment granted

Per Lewis v Anderson, plaintiff lacked standing to prosecute a derivative action

Because company in which she had held stock had merged with and into another company

Affirms Chancery Court

Per the limited partnership agreement, holder of preferred interests was entitled to tax distributions, which provided cash to pay taxes on income allocations

Motion for judgment on the pleadings granted

Chancery lowered its original valuation of shares in an appraisal proceeding

Court weighed EPS multiples more heavily, and put less weight on EBITDA multiples

Court used comparable company valuation analysis to appraise shares at more than the merger price

Found competing expert's discounted cash flow analysis unreliable

Per LLC's operating agreement, its former managers were entitled to advancement of expenses

In the absence of any requirement for a written undertaking for repayment, the court refused to require one

In deciding consolidated appraisal and breach of fiduciary duty actions, Court ruled that the share price in a "going private" merger was unfair and that the majority shareholder and conflicted directors breached their duty of loyalty

Held one independent director liable because of his financial expertise

Reverses Chancery Court

CEO's reliance on company's representations about the exercise date of his stock options presented a material issue of fact

Chancery erred in granting company summary judgment

Company asserted that defendant had "unclean hands" and thus wasn't entitled to advancement

Alleged that plaintiff sheltered assets to hinder any subsequent company recovery

Shareholder's breach of fiduciary duty claim was direct, rather than derivative

Because shareholder alleged that the board's approval of recapitalization resulted in harm to him

Motion to dismiss granted in part, denied in part

Because DGCL § 141(f) requires unanimity of the entire board, and not just the uninterested directors, a non-unanimous written consent removing a companys CEO was invalid

Motion for partial summary judgment granted

Court accepted 11% as an accurate projection for the company's future tax expenses, excluded certain undocumented expenses and placed "adjusted net asset value" within the context of the valuation method used

Plaintiffs asserted a direct, rather than a derivative claim

Because the injury alleged flowed entirely from the diminution in value of the company, a loss that all stockholders suffered

Motion for judgment on the pleadings granted

Plaintiff was not excused from presuit demand

Allegations of social relationships between the company's directors and its CEO and controlling stockholder were insufficient to support an inference that the directors lacked independence

Affirms Chancery Court decision

Defendants were entitled to dismissal of plaintiff stockholder's action because the complaint stated only derivative claims, and such claims were extinguished in bankruptcy.

Motion to dismiss granted.

To determine whether a claim is direct or derivative, courts must analyze the nature of the wrong alleged and the relief that could result

Overturns the "special injury" and "separate and distinct injury" approach previously applied in making this determination

Preliminary injunction delays stockholder vote on a proposed merger

Proxy statement contained inadequate information about change-in-control agreements for senior management

Limited preliminary injunction granted

Chancery Court applied a discounted cash flow analysis in an appraisal proceeding

Found to be a more reliable indicator of the value of a retail tobacco products company

Wal*Mart sued it's insurers for losses incurred after the IRS disallowed tax benefits for corporate-owned life insurance policies

Court dismissed suit as time-barred by the three-year statute of limitations applicable to tort, contract and fiduciary claims

Wal*Mart's causes of action accrued when it purchased the policies between 1993 and 1995