Cargill and Sale of Control

In Cargill, Inc. v. JWH Special Circumstance LLC, C.A. No. 3234-VCP (Del. Chan. Ct. November 7, 2008) (see facts), all of the claims against Cargill and its subsidiary, Cargill Investment Services (CIS) relate to the sale of control of the Trust.  What makes Cargill different from the usual change-of-control case is that Cargill and CIS used their control of the Trust's Managing Owner, CIS Investments (CISI), to cause it to consent to transfer of the Forex and the cash bullion account agreements to a subsidiary of Refco without regard to the best interests of the Trust.  Slip Op. at 38.

From that perspective, Cargill involves not just a change-of-control, but a use of "corporate office" to facilitate that change-of-control.

     posted by Gary Rosin