Thomas Meyer – Delaware Docket

CHANCERY COURT DISMISSES COMPLAINT, HOLDING THAT DIRECTORS WERE NOT CONFLICTED IN APPROVING A MERGER SIMPLY DUE TO THE THREAT OF A LOOMING PROXY CONTEST

Dec 28 2020

In Rudd v. Brown, et al, C.A. No. 2019-0775 MTZ (Del. Ch. Sept. 11, 2020), the Delaware Court of Chancery (the “Court”) dismissed the plaintiff’s claim that the board members and the chief financial officer of Outerwall, Inc. (the “Company”) disloyally pursued and disclosed a two-step merger, finding that the plaintiff failed to show that the defendants were conflicted, despite the potential that the director defendants would lose their seats in connection with a threatened proxy contest.

COURT DECLINES TO AWARD ATTORNEYS’ FEES UNDER CORPORATE BENEFIT DOCTRINE BECAUSE PLAINTIFF OPPOSED THE BENEFIT DURING LITIGATION

May 13 2019

By Nick I. Froio and Thomas F. Meyer

In Almond v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. April 10, 2019), the Court denied Plaintiffs’ motion for attorneys’ fees, even though Plaintiffs made a prima facie showing to support a fee award under the corporate benefit doctrine, given that Plaintiffs fought to prevent the particular benefit throughout the litigation. The Court held that it would be inequitable to reward Plaintiffs for “conferring” a benefit they fought to prevent throughout the litigation.

COURT OF CHANCERY FINDS NO BUYER DUTY TO MAXIMIZE CONTINGENT SALE CONSIDERATION OWED TO SELLER

Mar 28 2019

By Scott E. Waxman and Thomas F. Meyer

In Glidepath Ltd. v. Beumer Corp., C.A. No. 12220-VCL (Del. Ch. February 21, 2019), the Delaware Court of Chancery held that the buyer of a company did not breach transaction documents or violate the implied covenant of good faith and fair dealing in maximizing the long-term value of the company at the expense of short-term profits that would have resulted in greater contingent consideration being paid to the seller plaintiffs (the “Sellers”).

Master in Chancery recommends enjoining a business from using a trade name and mark similar to those already used by another business

Apr 11 2017

By: Scott E. Waxman and Thomas F. Meyer

Master in Chancery Kim E. Ayvazian issued a final report in Ambient Heating & Cooling LLC v. Shepard, Jr., C.A. No. 9596-MA (Del. Ch. March 28, 2017), recommending that the Court of Chancery grant injunctive relief to a Delaware limited liability company seeking to enjoin a Delaware partnership from operating a heating, ventilation, and air conditioning (“HVAC”) business under a name and mark similar to its own.

DELAWARE CHANCERY COURT DISMISSES CLAIMS DUE TO A PRIOR BROAD SETTLEMENT RELEASE

Oct 04 2016

By Scott Waxman and Thomas Meyer

In Geier v. Mozido, LLC, C.A. No. 10931-VCS (Del. Ch. Sept. 29, 2016) (Slights, V.C.), the Delaware Court of Chancery granted the motion of Mozido LLC (“LLC”) and Mozido, Inc., a subsidiary of LLC (“Inc.” and together with LLC, “Defendants”), to dismiss claims relating to incentive options promised, but not delivered, to a former director of LLC (“Plaintiff”).

Author:Thomas Meyer