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Ruffalo v. TransTech Service Partners, Inc., C.A. No. 5039-VCP (Del. Ch. Aug. 23, 2010) (Vice Chancellor Parsons)

  • Potter Anderson & Corroon LLP
  • -
  • USA
  • -
  • September 8 2010

In this memorandum opinion, the Court of Chancery applied the objective theory of contracts to claims by plaintiff stockholders of a special purpose acquisition “blank check” company that defendant TransTech Services Partners, Inc. (“TransTech” or the “Company”) and its directors violated the Company’s charter, as well as a related trust agreement and Form S-1 registration statement, by making payments in connection with the Company’s dissolution above and beyond an $800,000 limit on working capital expenses imposed by the trust agreement

Amirsaleh v. Bd. of Trade of the City of N.Y., Inc.

  • Potter Anderson & Corroon LLP
  • -
  • USA
  • -
  • January 25 2010

In this post-trial memorandum opinion, the Court of Chancery held that defendants Board of Trade of the City of New York, Inc. (“NYBOT”) and IntercontinentalExchange, Inc. (“ICE”) did not breach the implied covenant of good faith and fair dealing inherent in the merger agreement pursuant to which ICE acquired NYBOT, now ICE Futures U.S., Inc., in January 2007