Harbor Finance Partners v. Huizenga

4 Citing briefs

  1. Louisiana Municipal Police Employees' Retirement System v. Hesse et al

    MEMORANDUM OF LAW in Opposition re: 22 MOTION to Dismiss.. Document

    Filed October 26, 2012

    Moreover, determinations of corporate waste are often factually intensive inquires, not lending itself to resolution on a motion to dismiss. See e.g., Harbor Fin. Partners v. Huizenga, 751 A.2d 879, 901 (Del. Ch. 1999) (discussing difficulty of resolving corporate waste claims without factual inquiry). The Complaint‘s allegations of corporate waste clearly meet these standards and demonstrate the egregious and bad faith nature of Defendants‘ multi-year sales tax scheme.

  2. Spot Mobile International, Ltd. v. LV Administrative Services, Inc. et al

    MEMORANDUM OF LAW in Support re: 5 MOTION to Dismiss Notice of Defendants LV Administrative Services, Inc., Valens Offshore SPV II, Corp., Valens U.S. SPV I, LLC, Laurus Master Fund, Ltd.

    Filed March 27, 2012

    It is incumbent on any plaintiff making a claim for waste or self-dealing to identify a transaction that was improper and then allege facts that, if true, establish that "'the economics of the transaction were so lfawed that no disinterested person of right mind and ordinary business judgment could think the transaction beneficial to the comoration!" In re Fedders N. Am., Inc., 405 B.R. 527, 549 (Bankr. D. Del. 2009) (quoting Harbor Fin. Partners v. Huizenga, 751 A.2d 879, 893 (Del. Ch. 1999).) Spot Mobile has not identified an improper transaction, relying instead on unspecified claims of "loot[ing]" and "removing any positive equity or meaningful value.

  3. Pirelli Armstrong Tire Corporation Retiree Medical Benefit Trust v. Lundgren et al

    REPLY MEMORANDUM OF LAW in Support re: 33 MOTION to Dismiss Shareholder Derivative Complaint.. Document

    Filed January 7, 2008

    In Int’l Equity Capital Growth Fund, L.P. v. Clegg, No. 14995, 1997 WL 208955, at *5 (Del. Ch. Apr. 22, 1997), the director in question had been appointed by the controlling shareholder, who was interested; had his compensation set by a committee, which included the controlling shareholder; and benefited from certain transactions that he approved of, while the controlling shareholder benefited from other similar approved transactions. Finally, in Harbor Finance Partners v. Huizenga, 751 A.2d 879, 881, 886-89 (Del. Ch. 1999), the director in question was a stockholder in the company acquired in the challenged transaction, had significant business relationships with the largest stockholder in that company (who was also a defendant director) for over 30 years, and was that stockholder’s brother-in-law. CLI-1577643 -6- Case 1:07-cv-05862-RJH Document 38 Filed 01/07/2008 Page 11 of 17 In any event, a director’s lack of independence from another director is relevant only if one of them faces a substantial likelihood of liability. Because plaintiff has failed to allege with particularity that any director faces such exposure, lack of independence is not relevant to the demand futility analysis. In re Walt Disney Co. Deriv. Litig., 731 A.2d 342, 355 (Del. Ch. 1998), overruled on other grounds by Brehm v. Eisner, 746 A.2d 244 (Del. 2000). C. Plaintiff Fails To Show That the Stock Repurchase Was Likely Not the Product of a Valid Business Judgment.

  4. Louisiana Sheriffs' Pension and Relief Fund, et al. v. Merrill Lynch & Co.

    MEMORANDUM OF LAW in Opposition re:

    Filed October 19, 2009

    ....................................................62, 68 David B. Shaev Profit Sharing Account v. Armstrong, 2006 Del. Ch. LEXIS 33, 2006 WL 391931 (Del.Ch. Feb 13, 2006) .............................................................79, 95 Emerald Partners v. Berlin, 726 A.2d 1215 (Del. 1999)...................................................60 In re First Interstate Bancorp Shareholder Litigation, 729 A.2d 851 (Del. Ch. 1998) ................................................................................................................38, 39, 40 Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060 (Del. 1988)...........................100 Grimes v. Donald, 673 A.2d 1207 (Del. 1996)......................................................45, 46, 66 Grobow v. Perot, 539 A.2d 180 (Del. 1988) .....................................................................46 Guttman v. Jen-Hsun Huang, 823 A.2d 492 (Del. Ch. 2003)......................................91, 95 Harbor Finance Partners v. Huizenga, 751 A.2d 879 (Del. Ch. 1999) ............................99