The Corporate Governance Committee of the ABA Business Law Section recently published its July 2017 In Sight newsletter. Wilks, Lukoff & Bracegirdle associate Samuel Moultrie, who is a member of the In Sight Editorial Board, contributed by writing summary analysis of recent Delaware court opinions on issues of corporate governance. The July 2017 issue of In Sight can be found here.
Wilks, Lukoff & Bracegirdle associate Samuel Moultrie authored "Genuine Parts Co. v. Cepec: The Delaware Supreme Court Examines General Jurisdiction as Applied to Foreign Corporations" in the June 2016 Issue of Business Law Today, published by the ABA Business Law Section. In the article (which may be accessed here), Sam discusses the implications of a recent Delaware Supreme Court opinion concerning the jurisdiction of Delaware courts over foreign corporations that register to do business in the State.
Wilks, Lukoff & Bracegirdle associates Andrea Brooks and Samuel Moultrie have authored "Defining a Proper Purpose for Books and Records Actions in Delaware" in the May 2015 Issue of Business Law Today, published by the ABA Business Law Section. In the article (which may be accessed here), Andrea and Sam discuss two recent opinions issued by the Delaware Court of Chancery and their implications for stockholders seeking to enforce rights of inspection pursuant to Section 220 of Delaware's General Corporation Law.
In a Memorandum Opinion issued August 31, 2015, the Delaware Court of Chancery dismissed third-party claims asserted against two Wilks, Lukoff & Bracegirdle clients. The action, Israel Discount Bank of New York v. Higgins, originally was brought by a judgment creditor seeking to enforce an award of damages granted by the Court of Chancery in 2013 against an entity defendant arising from its mishandling of collateral (namely, rare coins and bullion) that secured a $10 million loan. Specifically, the plaintiff sought to enforce an approximately $7 million judgment against the individual sole shareholder of the entity defendant under corporate veil-piercing and fraudulent transfer theories. The defendants then alleged third-party claims against an intermediate lender and its individual principal, claiming that their conduct was fraudulent and caused the defendants' underlying judgment liability.
In its Memorandum Opinion (which may be accessed here), the Court of Chancery granted the third-party defendants' Motion to Dismiss, holding that its fact findings in the prior action barred the third-party claims under the collateral estoppel doctrine. Among other things, the Court found that it previously rejected, following trial in the earlier case, the entity defendant's defense that the intermediate lender's conduct relieved it of liability to the plaintiff. The prior holdings were binding not only on the entity defendant, but also its individual sole shareholder on privity grounds. Since these previous findings were fatal to critical elements of the defendants' third-party claims, the Court dismissed them with prejudice.