Justia Corporate Compliance Opinion Summaries
Spanakos v. Page, et al.
Since 2010, appellant Mark Spanakos has tried to gain control over and revive Hawk Systems, Inc., a void Delaware corporation, by filing a series of direct and derivative actions in Florida against former Hawk Systems insiders and taking several steps outside of court to establish himself as the Company’s majority stockholder and sole director. Spanakos was successful in his direct Florida litigation, having won a Partial Final Judgment in one action and favorable Summary Judgment rulings in another. Spanakos’s derivative claims in the third Florida action, however, were stayed to allow Spanakos to clarify his standing to pursue those claims. Accordingly, in 2018 Spanakos filed suit in the Delaware Court of Chancery seeking: (1) a declaration that he controlled a majority of the voting shares of Hawk Systems and that he was the validly elected, sole director and officer of Hawk Systems; or (2) in the alternative, an order compelling the company to hold an annual election of directors under 8 Del. C. sections 223(a) and 211(c). Following a trial, briefing, and post-trial argument, the Court of Chancery denied both of Spanakos’s requests for relief, ruling that he had not carried his burden of proof to obtain any of the relief that he sought. On appeal, Spanakos argues that the Court of Chancery abused its discretion when it declined to order a stockholders’ meeting for the election of directors despite the fact that Spanakos satisfied the elements of Section 211. Having reviewed the record on appeal and the court’s opinion below, the Delaware Supreme Court found the Court of Chancery did not abuse its discretion when it declined to compel a stockholders’ meeting given the unique facts of this case. View "Spanakos v. Page, et al." on Justia Law
Schlafly v. Eagle Forum
Plaintiff, a member of the Board of Directors of Eagle Forum, filed suit against Eagle Forum and others, alleging violations of the organization's bylaws and breach of fiduciary duties in connection with the organization's attempt to remove plaintiff and others from the Board. The Eighth Circuit held that plaintiff waived the Bylaws claim set forth in his original complaint; the district court did not err in dismissing plaintiff's claim that Eagle Forum violated Illinois law by not permitting proxy voting; the district court acted within the scope of its "informed discretion" by awarding attorneys' fees by relying on its inherent power, because Federal Rule of Civil Procedure 11 was not "up to the task" in this situation; the district court did not abuse its discretion in awarding attorney's fees to Eagle Forum under its inherent power as a sanction against plaintiff for acting in bad faith; the district court provided a reasoned basis for its award of $9,851.25 in attorneys' fees to Eagle Forum by relying on and analyzing the invoice submitted by Eagle Forum. View "Schlafly v. Eagle Forum" on Justia Law
Murfey v. WHC Ventures, LLC
Two limited partners demanded the books and records of certain limited partnerships. Most of the documents demanded were produced, but one category of documents remains in dispute: the Schedule K-1s (“K-1s”) attached to the partnerships’ tax returns. Although the limited partners were provided with their own K-1s, the limited partners sought the K-1s of the other limited partners for the purpose of valuing their ownership stake in the partnerships and in order to investigate mismanagement and wrongdoing. The partnerships countered that the K-1s were not necessary and essential to the valuation purpose and there was no credible basis to suspect wrongdoing. The Court of Chancery, based upon its history of interpreting 6 Del. C. section 17- 305 in the same manner as 8 Del. C. section 220, held that the K-1s were subject to the requirement that documents sought be “necessary and essential” to the stated purpose, and found they failed the "necessary and essential" test. The Delaware Supreme Court disagreed, finding that the limited partners were entitled to the K-1s under the terms of the partnership agreements. The Court thus reversed the Court of Chancery and remanded for further proceedings. View "Murfey v. WHC Ventures, LLC" on Justia Law
City of Fort Myers General Employees’ Pension Fund v. Haley
Towers Watson & Co. (“Towers”) and Willis Group Holdings Public Limited Company (“Willis”) executed a merger agreement with closing conditioned on the approval of their respective stockholders. Although Towers had stronger performance and greater market capitalization, Willis stockholders were to receive the majority (50.1 percent) of the post-merger company. Upon the merger’s public announcement, several segments of the investment community criticized the transaction as a bad deal for Towers and a windfall for Willis. Towers’ stock price declined and Willis’s rose in reaction to the news. Proxy advisory firms recommended that the Towers stockholders vote against the merger, and one activist stockholder began questioning whether Towers’ management’s incentives were aligned with stockholder interests. Also, after announcing the merger, ValueAct Capital Management, L.P. (“ValueAct”), an institutional stockholder of Willis, through its Chief Investment Officer, Jeffrey Ubben, presented to John Haley, the Chief Executive Officer (“CEO”) and Chairman of Towers who was spearheading the merger negotiations, a compensation proposal with the post-merger company that would potentially provide Haley with a five-fold increase in compensation. Haley did not disclose this proposal to the Towers Board. In light of the uncertainty of stockholder approval, Haley renegotiated the transaction terms to increase the special dividend. Towers eventually obtained stockholder approval of the renegotiated merger. The transaction closed in January 2016, and the companies merged to form Willis Towers Watson Public Limited Company (“Willis Towers”). Haley became the CEO of Willis Towers and was granted an executive compensation package with a long-term equity opportunity similar to ValueAct’s proposal. At issue were stockholder suits filed in early 2018. Here, Towers stockholders alleged that Haley breached his duty of loyalty by negotiating the merger on behalf of Towers while failing to disclose to the Towers Board the compensation proposal. The Court of Chancery dismissed the claims, holding that the business judgment rule applied because “a reasonable board member would not have regarded the proposal as significant when evaluating the proposed transaction,” and further holding that plaintiffs had failed to plead a non-exculpated bad faith claim against the Towers directors. To the Delaware Supreme Court, plaintiffs argued the Court of Chancery erred in holding the executive compensation proposal was not material to the Towers Board. To this, the Supreme Court concurred, reversed the Court of Chancery, and remanded for further proceedings. View "City of Fort Myers General Employees' Pension Fund v. Haley" on Justia Law
Agency for International Development v. Alliance for Open Society International, Inc.
The United States Leadership Against HIV/AIDS, Tuberculosis, and Malaria Act of 2003 limited the funding of American and foreign nongovernmental organizations to those with “a policy explicitly opposing prostitution and sex trafficking,” 22 U.S.C. 7631(f). In 2013, that Policy Requirement was held to be an unconstitutional restraint on free speech when applied to American organizations. Those American organizations then challenged the requirement’s constitutionality when applied to their legally distinct foreign affiliates. The Second Circuit affirmed that the government was prohibited from enforcing the requirement against the foreign affiliates. The Supreme Court reversed. The plaintiffs’ foreign affiliates possess no First Amendment rights. Foreign citizens outside U.S. territory do not possess rights under the U. S. Constitution and separately incorporated organizations are separate legal units with distinct legal rights and obligations. The Court rejected an argument that a foreign affiliate’s policy statement may be attributed to the plaintiffs, noting that there is no government compulsion to associate with another entity. Even protecting the free speech rights of only those foreign organizations that are closely identified with American organizations would deviate from the fundamental principle that foreign organizations operating abroad do not possess rights under the U.S. Constitution. The 2013 decision did not facially invalidate the Act’s funding condition, suggest that the First Amendment requires the government to exempt plaintiffs’ foreign affiliates from the Policy Requirement, or purport to override constitutional law and corporate law principles. View "Agency for International Development v. Alliance for Open Society International, Inc." on Justia Law
Dohmen v. Goodman
The Ninth Circuit Court of Appeals certified a question of law to the Delaware Supreme Court arising out of an appeal from the federal district court for the Central District of California. The question asked whether in a Delaware limited partnership, does the general partner’s request to the limited partner for a one-time capital contribution constitute a request for limited partner action such that the general partner has a duty of disclosure, and if the general partner fails to disclose material information in connection with the request, could the limited partner prevail on a breach of fiduciary duty claim and recover compensatory damages without proving reliance and causation? The Delaware Court responded in the negative: "[f]undamentally, this is not a duty to disclose case - it is a breach of the duty of loyalty case for failure to tell the truth." Under the stipulated facts of this dispute, the general partner’s request to a limited partner for a one-time capital contribution does not constitute a request for limited partner action such that the general partner has a fiduciary duty of disclosure. Even if the general partner had a fiduciary duty of disclosure, if the general partner failed to disclose material information in connection with the request, the limited partner cannot recover compensatory damages without proving reliance and causation. View "Dohmen v. Goodman" on Justia Law
Boatright v. A & H Technologies, Inc.
In June 2014, Chester Abbott, as majority shareholder and director of A&H Technologies, Inc., formally noticed a special shareholder meeting. The meeting was to be held on July 23, 2014, in Mississippi. William Boatright, the only other shareholder, could not attend because he was working on an A&H project out of state. Despite William’s conflict, Chester proceeded with the meeting as the sole shareholder in attendance. Chester re-elected himself the lone director of A&H. He further determined he had been the only elected director of the company since 2001. Finally, he addressed the six-figure bonus he gave himself in December 2013, recording on the minutes that it was based on “his extraordinary work and effort to continue to build business and upon his forgoing any bonus for 2009 to 2012.” Chester held a board-of-directors meeting that same day. Chester elected himself president of A&H. Chester replaced William as vice president with his daughter-in-law Cynthia Abbott. And he replaced William’s wife, Kelley Boatright, as secretary/treasurer with his own wife, Carol Abbott. William sued Chester and A&H the next day, alleging that Chester’s oppressive conduct toward William was detrimental to A&H. In his complaint, William sought both to replace Chester as president of A&H and to become majority shareholder. Alternatively, he requested dissolution. Before the lawsuit, Chester owned 51% of A&H’s shares, and William owned 49%. After four years of litigation, the chancellor met William halfway, ordering a stock transfer that would have made William a 50% owner, equal with Chester, and directed William have equal say. The Mississippi Supreme Court gave deference to the equitable remedy the chancellor chose, because it was properly within his authority and discretion. Thus, the Supreme Court affirmed the chancellor's judgment. View "Boatright v. A & H Technologies, Inc." on Justia Law
In re: SS Body Armor I Inc.
In 2005, revelations surfaced that Body Armor—a publicly-traded company—was manufacturing its body armor, which it sold to law enforcement agencies and the U.S. military, using substandard materials. Its stock price plummeted, prompting shareholders to bring numerous actions that were consolidated into a shareholders’ class action and a derivative action on behalf of Body Armor against specified officers and directors. Since then, the matter has traveled, through bankruptcy, trial, and appellate courts throughout three U.S. jurisdictions. In its second review of the case, the Third Circuit affirmed a 2015 Bankruptcy Court for the District of Delaware order, approving a settlement entered in the Chapter 11 bankruptcy case of S.S. Body Armor I. The court reversed in part the Bankruptcy Court’s order that granted the objector fees on a contingent basis and remanded for a determination of the appropriate amount of the fee award. The court affirmed the part of that order that denied the objector’s claim to attorneys’ fees and expenses under the Bankruptcy Code and an order awarding fees to counsel in one of the underlying lawsuits. View "In re: SS Body Armor I Inc." on Justia Law
BBX Capital v. Federal Deposit Insurance Corp.
BBX filed suit challenging the FDIC's determination that the severance payments BBX sought to make to five former executives of the Bank were golden parachute payments and that it would approve payments of only twelve months of salary to each executive. The FDIC also concluded that BBT was required to seek and receive approval before making the reimbursement payments to BBX. The FRB subsequently approved the same payment amounts but took no action with respect to approving any payments over 12 months of salary because the FDIC had already prohibited any additional payments. The Fifth Circuit affirmed the district court's dismissal of BBX's action against FRB for lack of standing because BBX has not shown any injury it has sustained is fairly traceable to an FRB action or inaction. The court also held that the FDIC's decision to classify the proposed payments as golden parachute payments was not arbitrary or capricious, because the golden parachute statute, 12 U.S.C. 1828(k), covers the stock purchase agreement (SPA) and the proposed payments included therein. Furthermore, earlier agreements, such as severance contracts, are irrelevant because the proposed payments are being made under the SPA. The court held that the FDIC's denial of any payments in excess of 12 months' salary for each executive was not arbitrary and capricious where the explanations the FDIC offered for denying additional payments were reasonable and did not run counter to the evidence. Finally, the court rejected BBX's argument that the FDIC's requirement that BBT seek approval before reimbursing BBX was arbitrary and capricious. View "BBX Capital v. Federal Deposit Insurance Corp." on Justia Law
Salzberg, et al. v. Sciabacucchi
At issue before the Delaware Supreme Court in these cases was the validity of a provision in several Delaware corporations’ charters requiring actions arising under the federal Securities Act of 1933 (the “Securities Act” or “1933 Act”) to be filed in a federal court. Blue Apron Holdings, Inc., Roku, Inc., and Stitch Fix, Inc. were all Delaware corporations that launched initial public offerings in 2017. Before filing their registration statements with the United States Securities and Exchange Commission (the “SEC”), each company adopted a federal-forum provision. Appellee Matthew Sciabacucchi bought shares of each company in its initial public offering or a short time later. He then sought a declaratory judgment in the Court of Chancery that the FFPs were invalid under Delaware law. The Court of Chancery held that the FFPs were invalid because the “constitutive documents of a Delaware corporation cannot bind a plaintiff to a particular forum when the claim does not involve rights or relationships that were established by or under Delaware’s corporate law.” Because the Supreme Court determined such a provision could survive a facial challenge under Delaware law, judgment was reversed. View "Salzberg, et al. v. Sciabacucchi" on Justia Law