Wednesday, January 1, 2014

Malpiede v. Townson case brief

Malpiede v. Townson case brief summary
780 A.2d 1075 (2001)

On appeal from the Court of Chancery in and for New Castle County (Delaware), the supreme court considered the lower court's ruling that allegations in a class action complaint challenging a merger did not support plaintiff shareholders' claims.

The shareholders' claims alleged: (1) breaches of defendant target corporation's board members' duty of loyalty or their disclosure duties; and (2) aiding and abetting or tortious interference by defendant acquiring corporation.


  • The supreme court ruled that: 
  • (1) the amended complaint did not adequately allege a breach of the board members' duty of loyalty or their disclosure duty; 
  • (2) the exculpatory provision in the charter of the target corporation authorized by Del. Code Ann. title 8, § 102(b)(7) operated to bar claims for money damages against the board members caused by the alleged breach of their duty of care; and 
  • (3) the amended complaint did not provide adequate support for the shareholders' claims against the acquiring corporation for aiding and abetting a breach of fiduciary duty by the target corporation's board members or for tortious interference with a prospective business opportunity.
The judgement was affirmed.

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