Delaware Corporate Commercial Litigation Blog | Highlights Analysis of Key Decisions from Delaware

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Web Name: Delaware Corporate Commercial Litigation Blog | Highlights Analysis of Key Decisions from Delaware

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Highlights Analysis of Key Decisions from Delaware s Supreme Court Court of ChanceryA common type of business litigation case in Delaware involves post-closing purchase price adjustments, a variation of often-litigated earn-out disputes. Many agreements for the sale of a business include a provision that appoints an independent accounting firm to resolve disputes regarding a determination post-closing of working capital as of the closing date, for example, which impacts the final purchase price. A well-reasoned and pithy analysis of this type of issue was featured in a recent decision by the Complex Commercial Litigation Division of the Delaware Superior Court in the matter styled LDC Parent, LLC v. Essential Utilities, Inc., C.A. No. N20C-08-127-MMJ-CCLD (Del. Super. Apr. 28, 2021).This decision determined that the particular post-closing dispute involved was subject to the binding decision of an independent accountant. More specifically, the parties disagreed about whether a Capital Expenditure, defined in the agreement as actually paid or payable, was properly capitalized according to U.S. GAAP. The Court rejected the argument that the issue was one of contract interpretation that should be subject to judicial review and agreed with the argument that the dispute was covered by a clause that made it fall within the scope of the independent accountant s decision-making authority.The Court also held that it was not necessary to decide at this point whether the accounting issue involved would result in the independent accountant serving as an expert or an arbitrator though the opinion features many citations to Delaware opinions that have addressed that specific issue in the context of similar post-closing dispute clauses that provide for certain post-closing issues to be decided by an independent accountant.This opinion should be kept handy in the toolbox of those who litigate post-closing price adjustment cases as well as those who draft such agreements.This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.Delaware’s Court of Chancery recently threw out an attempt to undermine activist investor Carl Icahn’s claim of business judgment protection under the seminal MFW ruling for his buyout of Voltari Corp.’s minority, finding plaintiffs failed to prove a special director committee lacked independence or that a shareholder vote was uninformed or coerced in Franchi, et al. v. Firestone, et al., No. 2020-0503 KSJM, order issued (Del. Ch. May 10, 2021). Newly-appointed Chancellor Kathaleen St. J. McCormick’s May 10 order dismissing a combined shareholders’ breach-of-duty lawsuit provides an updated application of a key Delaware Supreme Court opinion on the requirements shareholder plaintiffs must meet to force an interested majority shareholder like Icahn to show that a deal’s price and negotiation were entirely fair to investors.   Kahn v. M F Worldwide Corp. 88 A.3d 635 (Del. 2014)( MFW ), overruled on other grounds by Flood v. Synutra Int’l, Inc., 195 A.3d 754 (Del. 2018).The crux of that touchstone high court ruling was that in a challenged controller-backed deal the defendants could get benefit-of-the doubt deference – and a much-improved chance of winning only if the controller insured that the minority’s interests were protected by:(i) conditioning the transaction on the approval of both a special committee and a majority of the minority stockholders; (ii) making the special committee independent; (iii) empowering the special committee to freely select its own advisors and to say no definitively; (iv) allowing the special committee to meet its duty of care in negotiating a fair price; (v) ensuring that the vote of the minority is informed; and(vi) barring any coercion of the minority vote.BackgroundPlaintiffs’ suit claimed the $7.7 million Icahn and his allies paid in 2019 for the 48 percent of Voltari they did not yet own undervalued the commercial real estate investment company and resulted in a “windfall” to Icahn in the form of $78.7 million in tax savings from Voltari’s past losses called “net operating loss carryforwards”The combined complaints of former shareholders Adam Franchi and David Pill charged that: Icahn was unjustly enriched by coercing a deep discount price for the NOL’s, the Voltari directors breached their duties by wrongly approving the merger and that along with Icahn and his companies, they comprised an improper control group.They claimed that:(i) the Special Committee lacked independence;(ii) the Special Committee failed to exercise its duty of care; and(iii) the vote of the minority was not informedNo unreasonable, reckless actionsThe Chancellor ruled in favor of dismissal of the challenge to the special committee s independence because, “To plead that a director is not independent “in a manner sufficient to challenge the MFW framework, a plaintiff must allege facts supporting a reasonable inference that a director is sufficiently loyal to, beholden to, or otherwise influenced by an interested party so as to undermine the director’s ability to judge the matter on its merits.”She said, “If the complaint supports a reasonable inference that [any] member [of the special committee] was not disinterested and independent, then the plaintiffs have called into question this aspect of the MFW requirements.” But the complaint here fails to show “conduct that constitutes reckless indifference or actions that are without the bounds of reason.”  Disagreeing with a special committee’s strategy is not a duty of care violation, nor is a “windfall“ allegation that amounts to “questioning the sufficiency of the price,” the Chancellor noted.No controlled mindsetThe fact that the special committee “met seven times, engaged and consulted with independent advisors, came to a reasoned decision to negotiate a transaction with Icahn, and successfully bid the deal price up by 48% percent” does not support the allegation that it fell under a “controlled mindset,” the court held.No material disclosure left behindUnder MFW, the board’s consideration and rejection of a special committee candidate who had been an employee of an Icahn company did not need to be disclosed in the buyout proxy because it would not have been material to the average investor, the Chancellor ruled, finding that, “This alleged omission does not render the vote of the minority stockholders uninformed.”Only gross negligence claims surviveFinally, the chancellor dismissed the unjust enrichment charge because it only involves ordinary negligence and since it has been determined that the business judgment standard applies, under MFW, only claims of gross negligence could survive the motion to dismiss.                                                                                                                                                 One of the country s foremost corporate law scholars, Prof. Stephen Bainbridge, who readers of Delaware corporate law decisions and readers of these pages will recognize as having earned a place in the pantheon of corporate law luminaries, has commented on the titular topic, based on a recent Wall Street Journal article that discusses a backlash by conservatives against CEOs who also have a side hustle as social justice warriors . The good professor cites to a related law review article he wrote (among the voluminous scholarship he has published), and also muses about:… why so few conservative activists have seized upon the SEC shareholder proposal rule (Rule 14a-8) to put proposals on company proxy statements supporting conservative causes or opposing woke policies by corporations. Especially when there s a slightly bored corporate law professor just waiting to advise them.Courtesy of the Delaware Business Court Insider, we provide our article that appeared in the April 21, 2021 edition on an important topic for Delaware litigators.No Such Thing as Local Counsel in Delaware Court of ChanceryBy: Francis G.X. Pileggi* andChauna A. Abner**This is a compilation of selected key Delaware court decisions, rules, and customs to guide out-of-state attorneys admitted to practice in Delaware pro hac vice, or non-Delaware lawyers who collaborate on Delaware litigation with Delaware counsel.The Role of Delaware CounselThe Delaware Court of Chancery does not recognize the limited role of local counsel to the extent that it implies a less than plenary role of Delaware counsel—even if non-Delaware counsel are overseeing the litigation or taking the laboring oar. See, e.g., Wood v. U.S. Bank Nat’l Ass’n, 2021 Del. Ch. LEXIS 21, at *19 (Del. Ch. Feb. 4, 2021) ( ‘Even when forwarding counsel has been admitted pro hac vice and is taking a lead role in the case, the Court of Chancery does not recognize the role of purely local counsel.’ ) (quoting James v. National Finance, LLC, 2014 Del. Ch. LEXIS 254, at *12 (Del. Ch. Dec. 5, 2014)); State Line Ventures, LLC v. RBS Citizens, N.A., 2009 Del. Ch. LEXIS 233, at * 1 (Del. Ch. Dec. 2, 2009).The Court of Chancery emphasizes that a Delaware attorney of record is responsible for every action taken by his or her client—from the content of the pleadings to the fulfillment of discovery obligations. [T]he Delaware lawyer who appears in an action always remains responsible to the Court for the case and its presentation, without reference to who drafted the document at issue or was responsible for certain actions. James, 2014 Del. Ch. LEXIS 254, at *38. See generally, Principles of Professionalism for Delaware Lawyers.The Court of Chancery has published Guidelines to Help Lawyers Practicing in the Court of Chancery, which make clear that the concept of local counsel does not exist in Delaware as a role with less than full responsibility. Delaware Court of Chancery, Guidelines to Help Lawyers Practicing in the Court of Chancery (2012), http://courts.state.de.us/Chancery/docs/CompleteGuidelines.pdfThose Guidelines provide in part as follows:Role of Delaware CounselThe concept of local counsel whose role is limited to administrative or ministerial matters has no place in the Court of Chancery. The Delaware lawyers who appear in a case are responsible to the Court for the case and its presentation.If a Delaware lawyer signs a pleading, submits a brief, or signs a discovery request or response, it is the Delaware lawyer who is taking the positions set forth therein and making the representations to the Court. It does not matter whether the paper was initially or substantially drafted by a firm serving as Of Counsel. The members of the Court recognize that Delaware counsel and forwarding counsel frequently allocate responsibility for work and that, in some cases, the allocation will be heavily weighted to forwarding counsel. The members of the Court recognize that forwarding counsel may have primary responsibility for a matter from the client’s perspective. This does not alter the Delaware lawyer’s responsibility for the positions taken and the presentation of the case.Non-Delaware counsel shall not directly make filings or initiate contact with the Court, absent extraordinary circumstances. Such contact must be conducted by Delaware counsel.It is not acceptable for a Delaware lawyer to submit a letter from forwarding counsel under a cover letter saying, in substance, Here is a letter from my forwarding counsel. Attorneys Admitted Pro Hac ViceThe Delaware courts also strictly regulate the pro hac vice admission of out-of-state attorneys, and the rules require a Delaware attorney moving the admission of an out-of-state attorney to determine and certify to the admitting court that the lawyer to be admitted is reputable and competent. See Delaware Supreme Court and Delaware State Bar Association, Principles of Professionalism for Delaware Lawyers, at ¶ C (Nov. 1, 2003), http://courts.delaware.gov/forms/download.aspx?id=39428. Out-of-state counsel also must certify that they have reviewed Delaware’s Principles of Professionalism for Delaware Lawyers. Even after being admitted to practice in Delaware pro hac vice, an out-of-state attorney may not: (i) sign pleadings; (ii) file documents with the Court; (iii) communicate directly with the Court; or (iv) attend proceedings without Delaware counsel (including calls with the court, mediation and arbitration proceedings), without express permission by the Court. See Forte Capital Partners, LLC v. Bennett, Del. Ch., C.A. No. 1495-N (2005) (rejecting pleadings, motions, and letters to the Court signed by out-of-state counsel; also rejecting the appearance before Court in a teleconference by an attorney admitted pro hac vice when Delaware counsel was not present for the conference).In 2013, a non-Delaware lawyer was subject to a Private Admonition for participating in a conference call with the Court without his Delaware attorney. However, out-of-state counsel who are admitted pro hac vice may take or defend depositions in the pending action without the presence of their Delaware counsel. See Griffin v. Sigma Alpha Mu Fraternity, 2012 Del. Super. LEXIS 119 (Del. Super. Ct. Mar. 15, 2012) (holding that out-of-state counsel is not permitted to question a deposition witness in a Delaware action—even if supervised by Delaware counsel— unless, and until, counsel is admitted pro hac vice. )The Court of Chancery issued an Order to clarify that only members of the Delaware Bar can be registered with the eFiling system as eFilers and to receive eFiling notifications by email. See Delaware Court of Chancery, Standing Order (Aug. 5, 2008) http://courts.delaware.gov/chancery/docs/ ChanceryStandingOrder_Out-Of-StateAttorneys_080408.pdfThe Court of Chancery also issued a notice informing Delaware lawyers that it is a violation of Rule 79.1 to share their eFiling passwords or add non-Delaware lawyers to the electronic service list.An out-of-state attorney’s pro hac vice status may be revoked upon a motion to the Court. See State ex rel. Secretary of the DOT v. Mumford, 731 A.2d 831, 835 (Del. Super. Ct. 1999) (revoking the pro hac vice admission of out-of-state attorney who demonstrated a lack of civility and professionalism by ‘coaching the witnesses’ during the depositions, by failing to control or attempt to control the objectionable conduct of his client, and by encouraging the [inappropriate] conduct of his client. ). Inappropriate conduct by out-of-state attorneys will not be tolerated by the courts, and can lead to revocation of an attorney’s pro hac status and submission of specific matters to the bar of the attorney’s home state as well as Delaware’s Office of Disciplinary Counsel. Manning v. Vellardita, 2012 Del. Ch. LEXIS 59 (Del. Ch. Mar. 28, 2012) (holding that while out-of-state attorney’s failure to fully disclose law firm affiliation fell short of the level of candor this Court expects of attorneys practicing in Delaware, there was no basis to revoke attorney’s pro hac vice status; however, Court referred the matter to the bar association of attorney’s home state and the Delaware Office of Disciplinary Counsel).Delaware’s pro hac vice rules apply with equal force to Delaware-barred attorneys who do not maintain an office in Delaware. Maintaining an office in Delaware is a prerequisite to serving as an attorney of record in Delaware pursuant to Sup. Ct. R. 12(a)(i); if a Delaware attorney retires, or practices in another state, and his firm does not maintain a bona fide Delaware office, then that attorney will need to be admitted pro hac vice before filing documents with or arguing before any Delaware court.The Delaware Supreme Court’s Office of Disciplinary Counsel has compiled materials and case excerpts relevant to attorneys admitted pro hac vice. These materials provide guidance on issues frequently encountered by Delaware counsel when assisting out-of-state counsel, as well as guidance for counsel admitted pro hac vice, including:Out-of-state counsel’s desire to impermissibly limit the scope of retention of Delaware Counsel;Identifying the client: distinguishing the underlying client in the litigation from out-of-state counsel who directs Delaware counsel and pays the bills;Special consideration required when both Delaware counsel and out-of-state counsel are associated with the same firm, including the proper form of signature blocks; andProcedures for Delaware-barred attorneys who practice out of state and do not maintain a bona fide Delaware office.As a supplement to the extensive materials provided by the Office of Disciplinary Counsel, the following cases provide distinct examples of attorney conduct that will not be tolerated by the Delaware courts, and how the courts address such conduct:Sample v. Morgan, 935 A.2d 1046 (Del. Ch. 2007) (holding that a non-Delaware lawyer and her law firm could be sued in Delaware for providing advice and services to a Delaware corporation, its directors, and its managers on matters of Delaware corporate law, including the preparation of a certificate of incorporation, which they provided to a service agent to be filed in Delaware).Beck v. Atl. Coast PLC, 868 A.2d 840 (Del. Ch. 2005) (sanctioning and fining out-of-state counsel under Rule 11 and Rule 37 for filing a deceptive complaint, improperly certifying that the plaintiff was fit to serve as class representative, and intentionally withholding relevant non-privileged documents responsive to discovery requests).Auriga Capital Corp. v. Gatz Props., LLC, 2012 Del. Ch. LEXIS 19 (Del. Ch. Jan. 27, 2012) (shifting fees where plaintiff and his counsel acted in bad faith by splatter[ing] the record with a series of legally and factually implausible assertions, allowing defendant to collect responsive documents without legal supervision, and failing to preserve relevant documents and information).Griffin v. The Sigma Alpha Mu Fraternity, C.A. No. 09C-04-067 JAP (Del. Super. Mar. 15, 2012) (imposing a $500 fine against plaintiffs for allowing out-of-state counsel, who was not admitted pro hac vice in Delaware, to conduct a deposition in a Delaware case).In re Asbestos Litig. Limited to Ronald Carlton, C.A. No. 10C-08-216 ABS (Del. Super. Ct. May 14, 2012) (warning Delaware counsel of possible sanctions and/or rejection of documents filed for failure to adhere to the requirement that all correspondence to the Court be submitted on Delaware counsel’s letterhead and signed by Delaware counsel).Electronic Discovery DutiesElectronic data preservation, collection, and production are also governed by the Delaware courts. Both the District of Delaware and the Court of Chancery provide guidelines on preserving electronically stored information (ESI) on their websites.The District of Delaware implemented a Default Standard for Discovery, Including Discovery of Electronically Stored Information (Dec. 8, 2011), http://www.ded.uscourts.gov/sites/default/files/Chambers/ SLR/Misc/EDiscov.pdf, and a Default Standard for Access to Source Code (Dec. 8, 2011), http://www.ded.uscourts.gov/sites/default/files/Chambers/SLR/Misc/DefStdAccess.pdf. These standards require counsel for all parties to confer on several topics concerning the production of ESI to avoid costly litigation of discovery disputes.The Court of Chancery has adopted Guidelines for Preservation of Electronically Stored Information that require counsel to develop and oversee a process to preserve all relevant ESI. See Delaware Court of Chancery, Guidelines for Preservation of Electronically Stored Information (Jan. 18, 2011), http://courts.delaware.gov/forms/download.aspx?id=50988. This process should include, at a minimum, identifying all custodians of potentially relevant information, disseminating litigation hold notices to those custodians, and conferring with opposing counsel to discuss whether they will limit or forgo discovery of ESI.— — —These guiding Delaware principles are further refined by the individual courts, each having its own rules for the admission of out-of-state attorneys, and the requirements of Delaware counsel. In addition, Delaware charges fees on an annual basis to renew a pro hac vice motion to enable out-of-state counsel to maintain his or her pro hac vice status in a particular case.______________________________________________________________________________*Francis G.X. Pileggi is the managing partner of the Delaware office of Lewis Brisbois Bisgaard Smith LLP, and the primary author of the Delaware Corporate and Commercial Litigation Blog at www.delawarelitigation.com. **Chauna A. Abner is a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois Bisgaard Smith LLPThe recent Chancery decision in Pearl City Elevator, Inc. v. Gieseke, C.A. No. 2020-0419-JRS (Del. Ch. March 23, 2021), addressed the issue of whether the procedures in an LLC Agreement were correctly followed, such that a party acquired sufficient ownership interest in order to control the board.This decision is useful for its recitation of basic contract interpretation principles in connection with interpreting disputed provisions of an LLC Agreement. See Slip op. at 24-26.Also noteworthy is the court’s explanation of the mend the hold doctrine, which applies to the change of a parties’ position during litigation on breach of contract claims which are inconsistent with positions taken prior to suit being filed. This can be compared to what is sometimes referred to as bad faith.In sum, this decision is recommended for those interested in a careful analysis of how disputed provisions in an LLC Agreement should be addressed.This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.The Delaware Chancery Court recently denied as premature Stimwave Technologies Inc.’s motion to recoup $1.2 million in legal fees it had allegedly been tricked into advancing to its ex-CEO in defense of the medical device maker’s breach-of-duty charges against her and her director husband in Perryman et al. v. Stimwave Technologies Inc. No. 2020-0079-SG, opinion issued (Del. Ch. April 15, 2021).Vice Chancellor Sam Glasscock’s April 15 letter-to-counsel opinion found that although Laura and Gary Perryman signed a joint agreement to repay any advancement that a court decided they didn’t deserve, and Vice Chancellor Glasscock had previously found Laura likely forged her advancement contract, that did not entitle Stimwave to recoup funds from joint marital assets or offset deserved payments to Gary.The decisions should be of interest to attorneys involved with start-up companies which are often begun and run by families who may offer investors unique roles in corporate governance in return for financing.BackgroundVice Chancellor Glasscock’s Dec. 9, 2020 decision had turned on the novel issue of whether the ex-CEO and director had complied with an STI charter change that purportedly gave investors in the company’s Series D Preferred stock, voting as a separate stock class, power to nullify a director or officer’s transactions, including indemnification pacts and advancement for their actions. Perryman et al. v. Stimwave Technologies Inc. No. 2020-0079-SG, memorandum opinion issued (Del. Ch. Dec. 9, 2020).He found that Laura apparently doctored her agreement to make it look like it predated the charter change, falsely clearing her for advancement. That prompted Stimwave’s recoupment motion.The vice chancellor said his April 15 decision on the rare recoupment issue was guided by the Delaware Supreme Court’s seminal opinion in Kaung v. Cole Nat. Corp., 884 A.2d 500, 509 (Del. 2005) which found that recoupment for fees improperly advanced is premature if brought before the indemnification liability is determined, and that is the case here.Laura Perryman was a founder and CE0 of the Tucson-based marketer of wireless micro size injectable medical devices from when it was re-chartered in Delaware in 2010 until November 2019 when she was asked to step down amid a Department of Justice investigation.Laura sent the STI board an email the next day with an attachment that she identified as her indemnification agreement dated January 1, 2018 and based on that document, the board agreed to pay for her attorney bills for the investigation.But the next month, STI filed its own complaint against its ex-CEO claiming she breached her fiduciary duties by directing employees to alter bills to falsely make it appear they had been paid and later added a charge that she misused company funds to pay her son’s apartment rent and bonuses to favored employees.The decision on recoupmentThe court said both Stimwave’s entitlement to and practical ability to obtain disgorgement are fraught with difficulty since Laura has no real estate and less than $50,000 in liquid assets rendering her apparently unable to repay and Stimwave has no right to access Gary’s assets, or to offset advancement in this context. Delaware has, ever since 1852, repudiated the doctrine of coverture, he noted. Since that time—a decade, I note, before the Civil War—this Court has recognized women as juridical persons, full citizens with property rights separate from those of their husbands. And allowing a set-off of debt owed to an entity, even one owed directly by an indemnitee, against his advancement rights is unwarranted and would defeat the purpose of advancement, which is to provide individuals with an incentive to provide corporate services and allow them to defend a claim that they may not be able to fund themselves, pending indemnification, the vice chancellor ruled.Finally, the entire issue of recoupment is premature because, the question of indemnification has not yet been litigated, much less determined, and whether Stimwave may recoup its improperly advanced fees will depend on that determination, he said in denying the motion without prejudice.A recent decision by a Delaware Court of Chancery provides a useful reference for the prerequisites to obtain an injunction in Delaware to enjoin a party from pursuing claims in violation of an exclusive forum selection clause [in another jurisdiction]. In SPay, Inc. v. Stack Media Inc., C.A. No. 2020-0540-JRS (Del. Ch. March 23, 2021), the Delaware Court of Chancery described what one must establish before obtaining an anti-suit injunction based on a forum selection clause. See pages 5 and 6, and footnotes 11-15.The court also described the elements for a claim of fraud in the inducement. See pages 9 and 10.Also of note in this ruling is a basic principle of Delaware contract interpretation which requires a court to view a contract claim in the context of the whole relationship between the parties in order to give sensible life to the contract. See footnote 28 and related text.The Delaware Court of Chancery recently explained the public policy involved, and the applicable criteria used by the court, to determine if claims-splitting should require the stay or dismissal of one lawsuit when the same parties are pursuing another lawsuit in another forum based on the same operative facts. In Goureau v. Lemonis, C.A. No. 2020-0486-MTZ (Del. Ch. March 30, 2021), the court addressed the many nuances of the various factors that will be applied to determine whether claims-splitting has taken place and whether or not it warrants the stay or dismissal of a lawsuit involving the same parties pursing claims based on the same operative facts in different fora. There are many factually determinative issues that are required to be addressed in the analysis of such an issue and this 34-page decision provides careful treatment of the topic.Notably, the court acknowledged an exception to the rule against claim-splitting when a plaintiff could not for jurisdictional reasons present his claim in its entirety in a single action. See Slip-op at 32.The court recognized that the Court of Chancery has exclusive jurisdiction over dissolution of a Delaware company but cited to cases where that jurisdiction can be stayed until after claims have been resolved in another court, after which time issues regarding dissolution can be addressed in Chancery. See footnotes 122-124 and accompanying text.A recent Delaware Court of Chancery decision recited important nuances of fiduciary duty applicable to controlling or majority stockholders. In RCS Creditor Trust v. Schorsch, C.A. No. 2017-0178-SG (Del. Ch. March 18, 2021), the court explained that the fiduciary duties of a majority or controlling stockholder do not require self-sacrifice, nor do they mean that such a fiduciary forfeits her contractual rights. See page 20 and footnote 73.There is much else to commend this 21-page decision and, of course, the factual background is necessary to understand the context for this statement of law, but if this principle of fiduciary duty is of interest to the reader, this decision is recommended reading.The procedural posture of this decision was a Motion for Summary Judgment in a matter involving a creditor that had been assigned claims of a bankrupt company, and allegations that a controller breached fiduciary duties in connection with a failed deal.Lewis Brisbois has over 1,500 lawyers who represent clients in over 40 practice areas in over 50 offices in the United States. For more details visit: lewisbrisbois.com

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