Frank v. Elgamal, C.A. No. 6120-VCN (March 10, 2014) (Noble, V.C.)
By Annette Becker and Claire White
In this opinion, Vice Chancellor Noble considered defendants’ motion for summary judgment in connection with various breach of fiduciary duty claims asserted by a former stockholder, Richard Frank, against the Board of Directors and two employees of American Surgical Holdings, Inc. (“ASH”), a public company, in connection with the merger of ASH with an affiliate of Great Point Partners I, L.P. (“GPP”). In connection with the motion the Chancery Court examined:
• the “entire fairness” standard of review;
• the effect of a special committee on the standard of review;
• the standard of review for Revlon claims upon a motion for summary judgment, particularly where the target’s charter includes an exculpatory clause;
• a special committee’s examination of projections underlying a fairness opinion, including where multiple sets of projections are prepared; and
• the interaction between a shareholder’s unjust enrichment and breach of fiduciary duty claims upon a motion for summary judgment.