Monday, August 27, 2012

Delaware Supreme Court Affirms $2 Billion Judgment Plus Fees

            The Delaware Supreme Court in Americas Mining Corp. v. Theriault, No 29, 2012 (Del. S. Ct. Aug. 27, 2012), has just affirmed a $2.0316 billion judgment plus an award of plaintiff’s attorneys’ fees in the amount of 15% of the total judgment, or more than $304 million.

            As summarized by the Delaware Supreme Court:  

The Court of Chancery held that the defendants-appellants,
Americas Mining Corporation (“AMC”), the subsidiary of Southern Copper
Corporation’s (“Southern Peru”) controlling shareholder, and affiliate
directors of Southern Peru (collectively, the “Defendants”), breached their
fiduciary duty of loyalty to Southern Peru and its minority stockholders by
causing Southern Peru to acquire the controller’s 99.15% interest in a Mexican
mining company, Minera México, S.A. de C.V. (“Minera”), for much more than it was worth, i.e., at an unfair price.

The Plaintiff challenged the transaction derivatively on
behalf of Southern Peru. The Court of Chancery found the trial evidence
established that the controlling shareholder, Grupo México, S.A.B. de C.V.
(“Grupo Mexico”), through AMC, “extracted a deal that was far better than
market” from Southern Peru due to the ineffective operation of a special
committee (the “Special Committee”).

Hat tip: Delaware Business Court Insider.


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