Justia Corporate Compliance Opinion Summaries

This action arose out of the merger of Answers with A-Team, a wholly-owned subsidiary of AFCV, which in turn, was a portfolio company of the private equity firm Summit (collectively, with A-Team and AFCV, the Buyout Group). Plaintiffs, owners of Answers' stock, filed a purported class action on behalf of themselves and all other similarly situated public stockholders of Answers. The court concluded that the complaint adequately alleged that all of the members of the Board breached their fiduciary duties. Therefore, the motions to dismiss the First Cause of Action were denied, except as to the disclosure claim that plaintiffs have abandoned. The court also concluded that plaintiffs have adequately pled that the Buyout Group aided and abetted a breach of the Board's fiduciary duty. Therefore, the motions to dismiss the Second Cause of Action were denied. View "In re Answers Corp. Shareholders Litigation" on Justia Law

Peacock Timber Transport, Inc. ("Peacock"), appealed the grant of summary judgment entered by the Montgomery Circuit Court in favor of B.P. Holdings, LLC, William Blount, Derek Parrish, Diamond Homes, LLC, and Sunbelt Environmental, LLC ("the defendants"). Blount and Parrish are partners in Blount Parrish & Company ("BPC"), an investment firm that specializes in public financing. In 2001 Blount formed Diamond Homes to take over unfulfilled contracts that had been entered into by a now bankrupt company, Dencraft Furniture Company; Blount and Parrish owned Diamond Homes in equal portions. In relation to a bond issue closed by BPC, B.P. Holdings had acquired an interest in Dencraft before its bankruptcy. In their efforts to make Diamond Homes succeed, Blount and Parrish had personally guaranteed substantial debt taken on by Dencraft and by Diamond Homes. Diamond Homes eventually "closed down with very few assets, mostly unused raw materials, and several hundred thousand in debt, some of which was guaranteed by [Blount] and/or [Parrish]." Peacock obtained a judgment against B.P. Holdings. Although Blount was a defendant in Peacock's action and although judgment in that action was entered against B.P. Holdings, the judgment stated that "[s]aid verdict was also returned in favor of ... Blount." Parrish was not a party to Peacock's 2003 action. $1,120,000 was deposited in B.P. Holdings' account as compensation for work BPC and others had performed on behalf of Jefferson County in closing a bond issue -- at that time, B.P. Holdings had not yet satisfied the 2003 judgment. The amount of the fee earned by BPC for the Jefferson County transaction was used to pay other consultants; B.P. Holdings did not earn any portion of the $1,120,000 but, according to Parrish's affidavit testimony, was used as a conduit to receive the money and to transfer the money to the appropriate parties. Blount's deposition testimony indicated that he was aware of the 2003 judgment at the time of the transfer but that he "believe[d] [that] the judgment [had been] appealed. So [he] [did not] know if that judgment was a live judgment or not." Peacock then sued B.P. Holdings, Blount, and Parrish seeking to have the transfer set aside as fraudulent. Upon review, the Supreme Court reversed the summary judgment in favor of the defendants, and remanded the case for the circuit court to determine whether Peacock was entitled to avoid the transfer under the AFTA and whether the corporate veil of B.P. Holdings should be pierced, thereby holding Blount and Parrish personally liable for the transfer. View "Peacock Timber Transport, Inc. v. B.P. Holding, LLC, et al. " on Justia Law

This case involved a challenge to certain issuances of preferred units and convertible debt by a start-up medical products company. The founder, former CEO, and current common member of the company challenged the issuances, claiming they were self-interested transactions designed to benefit the company's directors and venture capital sponsors by unfairly diluting its common members. Defendants moved for summary judgment on all counts. The court found that plaintiff failed to adduce sufficient evidence to support a reasonable inference that defendants' actions in approving the challenged issuances were grossly negligent or reckless. Therefore, the court granted summary judgment to defendants on plaintiff's duty of care claims. As for the duty of loyalty claims, the court found that defendants failed to establish that the transactions were not self-interested or that they warranted protection under the safe harbor provisions of the company's operating agreement. Therefore, the court denied summary judgment on these claims. Finally, because the court found the operating agreement ambiguous on the issue of whether defendants were permitted to authorize additional common units or new series of units without approval by a majority of the common members, the court denied summary judgment on plaintiff's breach of contract claim under Count VI.View "Zimmerman v. Crothall and Adhezion Biomedical LLC" on Justia Law

This was a class action brought on behalf of the common unit holders of a publicly-traded Delaware limited partnership. In March 2011, the partnership agreed to be acquired by an unaffiliated third party at a premium to its common units' trading price. The merger agreement, which governed the transaction, also provided for a separate payment to the general partner to acquire certain partnership interests it held exclusively. The court concluded that defendants' approval of the merger agreement could not constitute a breach of any contractual or fiduciary duty, regardless of whether the conflict committee's approval was effective. The court also found that the disclosures authorized by defendants were not materially misleading. Therefore, plaintiffs could not succeed on their claims under any reasonable conceivable set of circumstances and defendants' motion to dismiss was granted.View "In re K-Sea Transportation Partners L.P. Unitholders Litigation" on Justia Law

This putative class action was before the court on an application for the approval of settlement of the class's claims for, among other things, breaches of fiduciary duty in connection with a merger of two publicly traded Delaware corporations. The target's largest stockholder, which acquired the vast majority of its shares after the challenged transaction was announced, objected to the proposed settlement. In addition, defendants' and plaintiffs' counsel disagreed about the appropriate level of attorneys' fees that should be awarded. The court certified the class under Rules 23(a), (b)(1), and (b)(2) with NOERS as class representative; denied BVF's request to certify the class on only an opt out basis; approved the settlement as fair and reasonable; and awarded attorneys' fees to plaintiffs' counsel in the amount of $1,350,000, inclusive of expenses. View "In re Celera Corp. Shareholder Litigation" on Justia Law

This was an action under 8 Del. C. 291 for the appointment of a receiver for an insolvent, closely held corporation, MHI. MHI intended to transfer all of its assets and liabilities to a newly formed corporation, NewCo, in exchange for 100% of NewCo's stock. Then, NewCo would pay off the federal tax liability of the appraised value of MHI's tangible assets and MHI would dissolve, distributing it's sole asset - NewCo stock - to its shareholders pro rata. Under the proposed transaction, neither NewCo's business nor its capital structure would be any different than MHI's, except for the discharge of a $1.9 million liability. The board and a major holder of nonvoting stock disagreed, however, on how to implement this reorganization. The court concluded that there was exigency in this case and appointed a receiver to ensure that MHI maximized the company's value for its stakeholders by effecting the settlement with the IRS, if possible, and then, making a recommendation as to the disposition, if any, of MHI's remaining assets.View "Badii v. Metropolitan Hospice, Inc." on Justia Law

Plaintiff appealed the district court's dismissal of his complaint against defendant Justin Korn. Plaintiff, a former shareholder and officer of defendant GVC, sought indemnification from GVC after successfully defending a suit brought by GVC in Delaware, and also sought to pierce the corporate veil to hold Korn accountable for any resulting judgment. The district court entered a stipulated judgment against GVC, but dismissed the complaint against Korn. Because the district court erroneously held that plaintiff could not pursue both indemnification and an alter-ego veil-piercing theory, the court vacated the order of dismissal and remanded for further proceedings. View "Kertesz v. General Video Corp." on Justia Law

This action arose out of the merger of American Surgical with merger Sub, a wholly-owned subsidiary of Holdings, which, in turn, was an affiliate of Great Point. Plaintiff brought this purported class action to challenge the merger and alleged that American's Surgical Board and its Control Group breached their fiduciary duties in connection with the merger. Plaintiff also alleged that the Purchasing Entities aided and abetted those breaches of fiduciary duty. The court granted defendants' motion to dismiss Cause of Action IV, which alleged that the Purchasing Entities aided and abetted the breaches of fiduciary duty committed by the members of the Control Group and Board. The court, however, denied the motion to dismiss as to Causes of Action I, II, and III. View "Frank v. Elgamel, et al." on Justia Law

Two lawsuits alleging violations of the federal securities laws were filed against Hecla Mining Company in federal court. In this action, Plaintiffs, alleged holders of a number of Hecla shares, sued derivatively to recover on behalf of Hecla the damages that the Company had suffered and will suffer from the federal securities actions and the safety violations. Defendants, several individuals associated with the Company, moved to dismiss for failure to make demand or adequately plead demand futility. The Court of Chancery granted the motion and dismissed the complaint with prejudice and without leave to amend as to the named plaintiff, holding that Plaintiffs failed to provide adequate representation for Hecla. The Court noted, however, that the dismissal of Plaintiffs' complaint should not have preclusive effect on the efforts of other stockholders to investigate potential claims and, if warranted, to file suit. View "South v. Baker" on Justia Law

This action principally challenged the purported removal of Ak-Feel, a Delaware limited liability company, as the sole managing member of Oculus, also a Delaware limited liability company. Section 18-109(a) of the Delaware Limited Liability Company Act (LLC Act), 6 Del. C. 18-109(a), empowered the court to exercise personal jurisdiction over NHA, a New York limited liability company, for purposes of the courts asserting breaches of duty to Oculus. Once jurisdictionally present in Delaware for these claims, NHA was subjected to the court's jurisdiction for the other claims as well, all of which arose out of a common nucleus of operative fact and related to actions NHA took purportedly on behalf of Oculus. The individual defendants, by contrast, have raised sufficient questions about the court's jurisdictional reach to warrant deferring a ruling on the motion pending jurisdictional discovery and further briefing. Therefore, the motion to dismiss was denied.View "Feeley, et al. v. NHAOCG, LLC, et al." on Justia Law