Marissa Leon – Page 2 – Delaware Docket

Court of Chancery Applies Entire Fairness Standard to PennyMac’s Reorganization Transaction

Apr 29 2020

By: Annette Becker and Marissa Leon

In Robert Garfield v. BlackRock Mortgage Ventures, LLC, et al (the “Defendants”) (C.A. No. 2018-9017-KSJM), the Court of Chancery denied a motion to dismiss claims of breach of fiduciary duties filed by Robert Garfield (the “Plaintiff”), an investor that claims a reorganization of Private National Mortgage Acceptance Company, LLC (“PennyMac, LLC”) was unfair to certain stockholders. The Court of Chancery found that the complaint stated a claim when evaluated under the entire fairness standard of review where stockholders constituting a “control group” stood to benefit from the transaction.

CHANCERY COURT DENIES PURCHASER’S THEORY OF RECOUPMENT WITH TIME-BARRED CLAIMS TO OFFSET POST-MERGER EARN-OUT PAYMENTS

Mar 26 2020

By: David L. Forney and Marissa Leon

The Delaware Court of Chancery (the “Court”) recently rejected a Purchaser’s theory of recoupment with claims of breach of contract and fraudulent inducement that were time-barred by the statute of limitations. Claros Diagnostics, Inc. Shareholders Representative Committee v. OPKO Health, Inc., C.A. No. 2019-0262-SG, 2020 WL 829361 (Del. Ch. February 19, 2020).

COURT OF CHANCERY DISMISSES BREACH OF CONTRACT CLAIMS AGAINST MANUFACTURER OF BOEING AIRPLANE PARTS

Mar 11 2020

By: Scott E. Waxman and Marissa Leon

In Bradley E. Julius v. Accurus Aerospace Corporation, C.A. No. 2017-0632-MTZ (Del. Ch. 2019), the Delaware Court of Chancery (the “Court”) granted summary judgment on behalf of a target company dismissing the purchaser’s breach of contract claims in connection with an asset purchase agreement and on behalf of the purchaser dismissing the target company’s breach of contract claims in connection with the asset purchase agreement and related escrow agreement. The Court found that the contracts were unambiguous and the language in the contracts was clear and therefore there were no genuine disputes of material fact to litigate.

Author:Marissa Leon