Winshall v. Viacom International, Inc., Del. Supr., No. 39, 2013 (Oct. 8, 2013).
Issue Addressed: The Supreme Court affirmed a Chancery ruling that Viacom was not entitled to contractual indemnification, and thus was required to release escrow funds. A prior Supreme Court decision in this case from July 2013, regarding arbitrability, was
Huff v. Longview Energy Co., C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013).
This short letter ruling granted a motion to dismiss a claim for indemnification pursuant to DGCL section 145(c) based on the reasoning that the claim was premature in light of the underlying judgment being subject to a pending appeal. Even
Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013)
Issue Presented
This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several financing transactions.
Brief Overview
Zimmerman claimed that the challenged transactions should be analyzed under
Winshall v. Viacom International, Inc., C.A. No. 6074-CS (Del. Ch. Dec. 12, 2012).
Key Issue Addressed: Whether an indemnification clause in the merger agreement covered $28 million in legal fees incurred to defend post-merger claims. Short Answer: No.
Brief Factual Background
Viacom bought Harmonix in Sept. 2006 for $175 million in cash
Kevin F. Brady and Francis G.X. Pileggi were part of a panel presentation entitled: “Protecting the Corporate Director” at the American Bar Association’s Business Law Section Spring Meeting at Caesars Palace in Las Vegas last month. The focus of the panel was on director and officer liability, as well as indemnification and advancement, including insurance
Hermelin v. K-V Pharmaceutical Company, C.A. No. 6936-VCG (Del. Ch., Feb. 7, 2012).
Issues Addressed
The Court of Chancery addressed an issue of first impression in Delaware regarding: “what evidence is relevant to an inquiry into whether an indemnitee acted in good faith for the purposes of permissive indemnification” under DGCL §§145(a) and (b).
In TravelCenters of America LLC v. Brog, (Del. Ch., Dec. 5, 2008), read opinion here, the Chancery Court denied a claim for indemnification based on the argument that the provisions of the parties’ LLC agreement were breached. The Court reached this conclusion notwithstanding its reasoning in an earlier opinion that the notice provisions of the agreement were not complied with
Sodano v. American Stock Exchange LLC, 2008 WL 2738583 (Del. Ch., July 15, 2008), read opinion here.
This Chancery Court decision interprets corporate documents and a settlement agreement to determine rights to advancement of legal fees. The court observes that the word “indemnification” as used by the parties in the relevant documents in this