Justia Class Action Opinion SummariesArticles Posted in Delaware Court of Chancery
New Jersey Carpenters Pension Fund v. InfoGroup, Inc., et al.
Plaintiff, a former shareholder of infoGroup, Inc., brought its Second Amended Class Action complaint asserting, on behalf of themselves and their fellow former shareholders, that the merger of infoGroup into a subsidiary of CCMP Capital Advisors, pursuant to an agreement entered on March 8, 2010, was the product of breaches by the then-directors of infoGroup of the fiduciary duty of loyalty. The court held that the claim which plaintiff sought to assert was individual in nature and that plaintiff had alleged sufficiently that the merger was not approved by a disinterested and independent majority of the directors. The court also held that, although plaintiff acknowledged that it was not asserting certain claims the dismissal of which had been sought by defendants, for purposes of avoiding confusion, those claims were dismissed. Accordingly, with that limited exception, the court denied defendants' motions to dismiss.
In re Ness Technologies, Inc. Shareholders Litigation
Plaintiffs, shareholders of Ness Technologies, Inc. (Ness), moved to expedite proceedings in this putative class action, which they filed to enjoin a proposed transaction through which Ness's largest shareholder, Citi Venture Capital International (CVCI), would, through a wholly owned subsidiary, acquire Ness in a cash transaction at $7.75 per share (Proposed Transaction). Plaintiffs contended that the Proposed Transaction was the product of a flawed sales process and that the members of the Board, aided and abetted by CVCI, breached their fiduciary duties to plaintiffs and the class by approving the transaction. Plaintiffs asserted both price and process claims and claims that the Board's disclosures regarding the Proposed Transaction were inadequate. The court held that plaintiffs' Motion for Expedited Proceedings was granted only to the extent that they could take expedited, but necessarily limited and focused, discovery regarding the question of whether either the Board's or the Special Committee's financial advisors were conflicted because of their relationships with CVCI. The motion was denied in all other aspects.
In re Del Monte Foods Co. Shareholders Litigation
This case arose when Del Monte Foods Company announced that it had agreed to be acquired by a consortium of Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners, and Centerview Partners (collectively, Sponsors). A number of familiar entrepreneurial plaintiffs' firms filed putative class actions challenging the merger. Plaintiffs subsequently sought an interim award of attorneys' fees and expenses for causing defendants to issue supplemental disclosures and obtaining a preliminary injunction. The court held that the application for an interim fee award was granted with respect to benefits conferred by the Proxy Supplement. For those benefits, Lead Counsel was awarded fees and expenses of $2.75 million. Therefore, the court held that the application was otherwise denied without prejudice and could be renewed at a later time.
The Ravenswood Investment Co., L.P. v. Winmill, et al.
Plaintiff, a significant stockholder in a holding company managed by the individual defendants, alleged, both on behalf of a class and derivatively, breaches of fiduciary duty regarding defendants' adoption of a stock buyback plan, their adoption of an options plan, issuance of the options to themselves, and the decision by the company to vote in favor of a transaction involving the sale of a subsidiary's interest in a third entity. At issue was whether the court should grant defendants' motion to dismiss pursuant to Court of Chancery Rule 12(b)(6) for failure to state a claim. The court denied defendants' motion to dismiss Count II only with regard to the claim that defendants' vote of Winmill & Co. Incorporated's ("Winmill") interest in Bexil Corporation in favor of the York Insurance Services Group, Inc. sale was self-interested and unfair to Winmill. The court otherwise granted defendants' motion to dismiss.