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Hite Hedge LP v. El Paso Corp., C.A. No. 7117-VCG (Del. Ch. Oct. 9, 2012) (Glasscock, V.C.)

Potter Anderson & Corroon LLP
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USA
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October 9 2012

In this memorandum opinion, the Delaware Court of Chancery dismissed direct and derivative claims initiated by certain limited partners of El Paso Pipeline Partners, L.P. (“EPB”), which claims arose out of El Paso Corporation’s (“El Paso”) merger with Kinder Morgan, Inc. (“Kinder Morgan”

Septa v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 31, 2012)

Potter Anderson & Corroon LLP
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USA
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August 31 2012

In this letter opinion, the Delaware Court of Chancery denied in part and granted in part a motion for judgment on the pleadings pursuant to Court of Chancery Rule 12(c) (the “Motion”) brought by defendant SRA International, Inc. (“SRA”), and several members of its pre-merger board (the “Individual SRA Defendants,” and together with SRA, the “SRA Defendants”) finding that while the Southeastern Pennsylvania Transportation Authority (“SEPTA”) is procedurally barred from challenging SRA’s capacity to enter into a merger, SEPTA may still state a direct claim that the SRA Defendants breached their fiduciary duty of loyalty by entering into a merger in violation of SRA’s certificate of incorporation

Americas Min. Corp. v. Theriault, C.A. no. 30, 2012 (Del. Aug. 27, 2012)

Potter Anderson & Corroon LLP
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USA
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August 27 2012

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s ruling in In re S. Peru Copper Corp. S’holder Derivative Litig., 30 A.3d 60 (Del. Ch. 2011), awarding base damages of $1.263 billion to plaintiff, including $304 million of attorney’s fees

Brookstone Partners Acquisition XVI, LLC v. Tanus, C.A. No. 7533-VCN (Del. Ch. Aug. 22, 2012) (Noble, V.C.)

Potter Anderson & Corroon LLP
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USA
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August 22 2012

In this letter opinion, the Delaware Court of Chancery denied plaintiff Brookstone Partners Acquisition XVI, LLC’s (“Brookstone”) motion to expedite, finding that Brookstone unreasonably delayed in seeking expedition of its claims brought against Abraham Tanus. Brookstone is a member of Woodcrafters Home Products Holdings, LLC (the “Company”), a Delaware limited liability company governed by a board of managers. Tanus is alleged to have been a manager of the Company at all relevant times. Tanus is also the Chief Executive Officer of Woodcrafters Home Products, LLC (“WHP”), which is fully-owned by the Company

Viacom Int'l., Inc. v. Winshall, C.A. no. 7149-CS (Del. Ch. Aug. 9, 2012) (Strine, C.)

Potter Anderson & Corroon LLP
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USA
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August 9 2012

In this memorandum opinion, the Court of Chancery granted a stockholders’ representative’s motion for summary judgment to enforce an arbitrator’s decision under the Federal Arbitration Act (“FAA”), thereby confirming the arbitrator’s calculation of the amount of an earn-out payment under the terms of a merger agreement

WaveDivision Holdings, LLC v. Highland Capital Mgmt., L.P., No. 649, 2011 (Del. July 19, 2012) (Ridgely, J.)

Potter Anderson & Corroon LLP
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USA
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July 19 2012

In this en banc opinion, the Delaware Supreme Court affirmed the Delaware Superior Court’s grant of summary judgment in favor of appellees with respect to tortious interference claims arising out of a terminated acquisition agreement

In re Appraisal of the Orchard Enterprises, Inc., C.A. No. 5713-CS (Del. Ch. July 18, 2012) (Strine, C.)

Potter Anderson & Corroon LLP
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USA
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July 18 2012

In this post-trial Memorandum Opinion, Chancellor Strine addresses the treatment of a preferred stock liquidation preference and revisits fundamental valuation principles applied in statutory appraisal proceedings on his way to finding a fair value of $4.67 per share of respondent The Orchard Enterprises, Inc. (“Orchard” or the “Company”) common stock

Martin Marietta Materials, Inc. v. Vulcan Materials Co., No. 254, 2012 (Del. July 10, 2012) (Jacobs, J.)

Potter Anderson & Corroon LLP
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USA
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July 10 2012

In this opinion, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s ruling that, during a hostile takeover bid, a party’s disclosure of the opposing party’s confidential information obtained during friendly merger negotiations violated the Non-Disclosure Agreement and the Common Interest, Joint Defense and Confidentiality Agreement between the parties

Hamilton Partners., LP v. Highland Capital Mgmt., LP, C.A. No. 6547 (Del. Ch. May 25, 2012) (Noble, V.C.)

Potter Anderson & Corroon LLP
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USA
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May 25 2012

In this letter opinion, Vice Chancellor Noble deferred ruling on a motion to dismiss because the Court could not determine at the pleading stage whether the substantive law of the State of Delaware or the State of Nevada applied to the plaintiff’s claim that American HomePatient, Inc.’s controlling stockholder, Highland Capital Management, LP, and its CEO, President, and director, Joseph Furlong, III, breached their fiduciary duties in connection with a merger between AHP and a Highland subsidiary

Brinckerhoff v. Enbridge Energy Co Inc

Potter Anderson & Corroon LLP
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USA
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May 25 2012

The Court of Chancery, in a case originally dismissed by it and appealed by plaintiff to the Delaware Supreme Court, on remand from the Delaware Supreme Court, addressed whether plaintiff had viable claims that could be remedied through contract reformation or rescission

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