Thursday, April 10, 2008
Wednesday, April 9, 2008
No surprise: Download memorandum_opinion1.pdf. The penultimate line says it all:
In this case, considering that the New York court has scheduled an expedited preliminary injunction hearing, the issues presented involve application of established precedents of Delaware corporate law to an unusual set of facts, which is unlikely to recur, and the persuasive practical reasons against embarking unnecessarily on a collision course with our sister court in New York in these extraordinary circumstances, I find Defendants have shown that failing to stay this action would result in overwhelming hardship.
Download ccu_scheduling_order_2.pdf - Adobe Acrobat Standard.pdf This is the order for the summary judgement briefing action. Tomorrow is a big day -- we'll see the banks' legal case.
Tuesday, April 8, 2008
Last Friday, Chancellor Chandler issued a ruling from the bench deciding TravelCenters v. Brog. The case was most notable for involving a notice by-law in a publicly traded LLC. In the ruling he stated:
limited liability companies are creatures of contract. They are entities governed strictly by the language set forth in their LLC agreements. It's that language that will in large part govern and control my decision today.
For those who read tea leaves this may be an indiciation that Chandler, at least, thinks that the doctrine of Delaware applying to proxy disputes and the shareholder vote (Blasius, Schnell, etc.) may not apply in the LLC paradigm. For those who want more color here is the complaint, and I am sure that this will fit in well with the able work of Larry Ribstein.
The day earlier Chancellor Chandler issued a brief order opinion allowing the expert testimony of the esteemed Professor Randall Thomas on federal securities law issues but not on Delaware law. Chandler also permitted testimony on the issue of materiality since it is a mixed fact and law question. As you may all remember Chandler has been a bit hard on the academy in permitting expert testimony, so this at least gives his thinking on where he will permit it (Bainbridge has previously had some good thoughts on this).