Posts in Fiduciary Duty

Court Of Chancery Explains When A False Statement Consitutes A Breach Of Duty

Higher Education Management Group Inc. v. Mathews, C.A. 9110-VCP (November 3, 2014) It is a breach of the duty of loyalty for a corporate director to lie to the entity's stockholders. But, as this decision explains, a false statement is not a lie unless the speaker knows it is false. Hence, a complaint that asserts a derivative action must contain facts that show a majority of the board is not disinterested because they knew they had lied. Just alleging their statement was wrong does not get you there. Share

Court Of Chancery Allocates Fault In Breach Of Loyalty Case

In re Rural/Metro Corporation Stockholders Litigation, C.A. 6350-VCL (October 10, 2014) In a precedent-setting opinion, the Court of Chancery has allocated damages among some directors and one of their advisers in a breach of fiduciary duty case. This decision has big implications on how breach of duty cases are tried in the Court of Chancery. First, the Court held that a contribution claim by one defendant against other defendants requires joint liability, not just joint culpability. Hence, if some directors are exculpated by a Section 102(b)(7) clause, they cannot be held to contribute to a damages award even if they are negligent. Conversely, if they violated their duty of loyalty (a claim outside of 102(b)(7) protection), they may be held liable to contribute. Second, the Court held that an unclean hands defense may also bar a contribution claim under the right circumstances. While there are many other aspects of this decision that warrant close reading, it will affect most directly how defenses line up in cases going to trial. Share

Court Of Chancery Explains When Control Makes Dilution Claim Direct

In Re Nine Systems Corporation Shareholders Litigation, C.A. 3940-VCN (September 4, 2014) Whether a plaintiff's claim is direct or derivative is often a critical issue. It has now been established that when a controlling stockholder issues equity to himself at an unfair price, the resultant dilution claim is a direct one. This decision explains how to prove that a group of stockholders constitutes a control group and when interested directors as a majority of the board also may be considered to be a control group so as to make a dilution claim a direct claim. It is also interesting for its conclusion that, although the process used was not fair, the price was fair and only attorney fees may be awarded to the plaintiffs, Share

Court Of Chancery Explains Duties Owed To Investors

Ross Holding and Management Company v. Advanced Realty Group LLC, C.A. 4133-VCN (September 4, 2014) This is another decision pointing out that limitations on a fiduciary duty must be "plain and unambiguous" in an LLC agreement. Indeed, the failure to use language approved in prior cases seems inexcusable if it is intended to limit any fiduciary duties. Share

Court Of Chancery Explains How To Be An Unintended Fiduciary

Bennett v. Lally, C.A. 9545-VCN (September 5, 2014) Your duties to another person may change significantly if you become a fiduciary to him. That fiduciary relationship may be formed inadvertently as this decision explains.  Thus, giving advice to another,  intending to act [as in this case] as a third-party contractor may get you involved in a fiduciary relationship depending on what you agree to do and what control you have over the other person's affairs. This case explains what to avoid if you do not want to assume that fiduciary relationship and all its burdens. Share

Court Of Chancery Holds Corporation Does Not Owe Fiduciary Duty

Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (August 7, 2014) A Delaware corporation does not itself owe a fiduciary duty to its stockholders and may not be charged with aiding and abetting a breach of that duty by its directors.  This holding has ample precedent and is important because it may avoid the expansion of the company's disclosure obligations beyond the duty to avoid fraudulent disclosures. Share

Court Of Chancery Explains Nontransactional Damage Claims

OTK Associates LLC v. Friedman, C.A. 8447-VCL (February 5, 2014)

This interesting decision deals with 3 aspects of fiduciary litigation in Delaware. First, under the Supreme Court's CERBCO decision, even if a transaction is called off, a fiduciary who proposed the invalid deal may be held liable for the company's expenses. This happens so rarely that it is not clear how to apply CERBCO.  Well, this decision explains how it applies. The decision also explains when demand is not excused before filing an amended complaint when the composition of the board has changed since the original complaint was filed. Briefly, the Court looks to see if the new complaint is really a new claim and if it is, then the new board's independence is tested to see if demand is excused.   Finally, the decision explains when a forum selection clause is not enforceable to remove the court's power to decide a breach of fiduciary duty claim.  When the forum selection clause deals with the parties' contract claims, it does not preclude a Delaware court from dealing with fiduciary duty claims.

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Court Of Chancery Explains Stock Option Complaint Rules

Pfeiffer v. Leedle, C.A. 7831-VCP (November 8, 2013)

It is sometime thought that it is enough to state a claim for a complaint to just allege that the directors violated the terms of a stock option plan. Not so.  As this opinion points out, the complaint must also contain factual allegations that the directors knowingly violated the terms of the plan. A simple negligent violation is not enough to state a claim. Thus, if the terms of the plan are sufficiently ambiguous that the directors may have believed their actions conformed to the plan's requirements, the directors are not liable for a breach.

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Court Of Chancery Explains Pleading Rules For Fiduciary Duty Claim

AM General Holdings LLC v. The Renco Group Inc., C.A. 7639-VCN (October 31, 2013)

This is another example of how the Court of Chancery treats breach of fiduciary duty claims that are duplicative of breach of contract claims. When the 2 claims overlap, the Court will dismiss the breach of fiduciary duty claim.  Of course, what constitutes such an overlap is not always easy to determine. This decision illustrates that process.

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Court Of Chancery Upholds Complaint of Insider Abuse

TVI Corporation v. Gallagher, C.A. 7798-VCP (October 28, 2013)

If you are looking for a case that lists almost every abuse a controlling group of stockholders can make, this is it.  The decision also sets out the right scope of review and what are reasonable inferences sufficient to warrant upholding a variety of claims as well.

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Court Of Chancery Permits Creeping Takeover

In re Sirius XM Shareholder Litigation, C.A. 7800-CS (September 27, 2013)

This is an interesting decision because it discusses the duties, or lack thereof, a large stockholder who is buying more stock on the open market to take control.  Here the stockholder had a contract that it entered into when it loaned a lot of money to the company that limited the company's ability to adopt a poison pill or otherwise prevent such stock purchases.  Yet even absent that contract, the court indicated that there is no fiduciary duty to offer a "fair" price when buying stock on the open market and no duty of a board to act to prevent those purchases.

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Court Of Chancery Explains A Fiduciary's Duty To Selling Stockholders

In Re Wayport Inc. Litigation, C.A. 4167-VCL (May 1, 2013)

When does a corporate fiduciary owe a special disclosure duty to a minority stockholder whose stock he purchases?  There are several approaches to this question and this decision fully reviews them all.  Ultimately the Court adopted the so-called "special circumstances" rule that requires disclosure when the buying fiduciary knows of material facts not known to the seller.  Note that in this context what is "material" is a higher bar to pass than in a more common disclosure case.

The decision is also useful for its review of the equitable fraud and common law fraud rules,  particularly after a duty to disclose arises because of a past disclosure.

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Court Of Chancery Rejects Special Rights For Minority Stockholders

Blaustein v. Lord Baltimore Capital Corporation, C.A. 6685-VCN  (April 30, 2013)

This decision affirms the long held law that Delaware does not recognize the "abuse of minority stockholders" theory whereby there is a duty to treat minority stockholders in such a way as to give them benefits that are not provided by contract or the law, such as dividends.

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Court Of Chancery Permits Suit For Trustee To Proceed

Zutrau v. Jansing, C.A. 7457-VCP (March 18, 2013)

This decision permits a suit to proceed that seeks the appointment of a trustee for a solvent corporation based on allegations of breach of fiduciary duty.  That may be particularly unusual for prior decisions have required that there be a prior adjudication of a serious breach of duty before an action seeking a trustee might be filed. Perhaps here the gross breaches of duty alleged were enough to convince the Court to let the action go to trial.

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Court Of Chancery Explains What Is Commercially Reasonable

Edgewater Growth Capital Partners LP v. H.I.G. Capital Inc., C.A. 3601-CS (February 28, 2013, revised April 18, 2013)

When a secured creditor forecloses on its line, the resulting sale must be "commercially reasonable."   What does that mean exactly?  This decision provides guidance to answer that question.  For example, just because the lender works with the company to get the best price does not mean the resulting sale to the lender is tainted.

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