Chancery Court Holds that Company Does Not Have to Pay Damages for Refusing to Appoint Director Represented by Counsel That is Also Representing Opposing Party in Adverse Litigation
By Annette Becker and Priya Chadha
In Partners Healthcare Solutions Holdings, L.P. and GTCR Fund IX/A, L.P. v. Universal American Corp., Partners Healthcare Solutions Holdings, L.P. (“Partners”) sued Universal American Corporation (“UAM”), seeking damages and specific performance following a dispute as to Partners’ appointment of a director to UAM’s board. During the litigation, the parties reached a settlement as to the specific performance aspect of the litigation, leaving only the issues of damages. UAM filed a motion for summary judgment, which Vice Chancellor Glasscock granted.
In March 2012, Partners entered into a merger agreement with UAM, pursuant to which UAM purchased a Partners subsidiary, and Partners became one of UAM’s largest stockholders. Partners was also given a seat for its designee on UAM’s board pursuant to a letter agreement (“Board Seat Agreement”). That agreement provided that the designee must be independent under stock exchange rules, and granted Partners the right to name a replacement in the event that the initial designee resigned. Partners named David Katz, a former board member of Partners, to the UAM board.