13 results for 'judge:"Seitz"'.
J. Seitz finds that the court of chancery should have held IAC/InterActiveCorp's reverse spinoff of Match Group Inc. subject to review under the entire fairness standard because the separation committee formed to review the transaction included a conflicted member, which failed to satisfy the "MFW" framework. Dismissal of Chairperson Barry Diller must now be remanded.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: April 4, 2024, Case #: 368, 2022, Categories: Civil Procedure, Fiduciary Duty
[Consolidated.] J. Seitz finds that officer exculpation charter amendments adopted by two corporations did not violate the rights of Class A non-voting common stockholders because a separate class vote is not required for adoption of the amendments due to a lack of a class-based power stated in either corporation's charter that grants the right to sue corporate officers for damages for the breach of the duty of care. Affirmed.
Court: Delaware Supreme Court, Judge: Seitz , Filed On: January 18, 2024, Case #: 120, Categories: Corporations
J. Seitz finds that the trial court properly reduced the award received by a homeowners' association for water damage caused by faulty construction from $11.3 million to $3 million because the award had been inflated by inadmissible and speculative evidence. Meanwhile, the court properly granted judgment on column damages because evidence did not demonstrate complex-wide damages.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: January 3, 2024, Case #: 94, 2023, Categories: Construction, Damages, Negligence
J. Seitz finds that state law fraudulent transfer claims brought by a post-bankruptcy litigation trust constituted direct claims because the relief went to the creditors, not the company. Thus, the settlement payment and defense costs were not covered under insurance policies as a securities claim.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: December 15, 2023, Case #: 478, 2022, Categories: Settlements, Securities, Trusts
J. Seitz finds that that the limiting phrase "prior or subsequent convictions" does not include out-of-state convictions as relating to expungement of certain criminal records in the state's Adult Expungement Reform and Clean Slate Acts.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: December 8, 2023, Case #: 1, 2023, Categories: Sentencing
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J. Seitz finds that the lower court properly held that expenses incurred by a mortgage lender in a false claims settlement were covered under the lender's management liability policy because the claims did not arise from originating and underwriting services, and thus the professional services exclusion was not triggered.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: August 14, 2023, Case #: 360, 2022, Categories: Insurance, Banking / Lending, False Claims
J. Seitz finds that shareholders did not act in concert to vote in a dissident slate of directors, and thus the bank board breached the duty of loyalty by instructing the inspector of elections to disregard more than 37,000 votes. Meanwhile, the court properly invalidated an adopted charter provision purporting to exculpate directors from claims alleging breach of the duty of loyalty. Affirmed.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: July 19, 2023, Case #: 424, 2022, Categories: Corporations, Elections, Fiduciary Duty
J. Seitz finds that the lower court properly held that a shareholder of an over-the-counter, publicly-traded company that "went dark" in 2013 did not need to be subjected to confidentiality restrictions to obtain books and records. The court properly exercised its discretion in finding that weak arguments had been made against disclosing financial statements when weighed against the shareholder's identified interests in the financial statements. Affirmed.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: July 10, 2023, Case #: 442, 2022, Categories: Securities, Discovery
J. Seitz finds that a dilutive stock issuance that broke a deadlock between two co-owners of a real estate services company had been justified and had not been performed for inequitable purposes. The trial court did not err in determining the board had a compelling justification to issue the stock in order to secure a critical employee and eliminate threats a custodian posed to business.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: June 27, 2023, Case #: 163, 2022, Categories: Fiduciary Duty
J. Seitz finds that the state may hold Monsanto liable for PCB contamination of directly owned public lands but cannot hold Monsanto liable for trespass upon land owned through public trusts. The trial court properly dismissed standalone unjust enrichment claims, but on remand, the state may link that claim as a remedy under public nuisance and trespass.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: June 22, 2023, Case #: 279, 2022, Categories: Civil Procedure, Property, Jurisdiction