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BoA ruling

BoA ruling

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Published by Daniel Fisher
Judge Leo Strine ruling on BoA derivative
Judge Leo Strine ruling on BoA derivative

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Categories:Types, Business/Law
Published by: Daniel Fisher on Feb 06, 2013
Copyright:Attribution Non-commercial

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09/02/2014

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1IN THE COURT OF CHANCERY OF THE STATE OF DELAWAREAMERICAN EUROPEAN INSURANCE :COMPANY, JEAN MARIE CINOTTO, :JOHN H. COTTRELL, RICHARD :DELMAN, DORIS GASTINEAU, AND :RUTGERS CASUALTY INSURANCE :COMPANY, ::Plaintiffs, ::v. : Civil Action: No. 7436-CSBRIAN T. MOYNIHAN, CHARLES O. :HOLLIDAY, JR., SUSAN S. BIES, :WILLIAM P. BOARDMAN, FRANK P. :BRAMBLE, SR., VIRGIS W. :COLBERT, CHARLES K. GIFFORD, :D. PAUL JONES, JR., MONICA C. :LOZANO, THOMAS J. MAY, DONALD :E. POWELL, CHARLES O. :ROSSOTTI, ROBERT W. SCULLY, ::Defendants. :and ::BANK OF AMERICA CORPORATION, ::Nominal Defendant. :Chancery Courtroom No. 12ANew Castle County Courthouse500 North King StreetWilmington, DelawareMonday, February 4, 201310:00 a.m.- - -BEFORE: HON. LEO E. STRINE, JR., Chancellor.- - -THE COURT'S RULING ON MOTION TO DISMISS------------------------------------------------------CHANCERY COURT REPORTERS500 North King StreetWilmington, Delaware 19801(302) 255-0521
 
2CHANCERY COURT REPORTERSAPPEARANCES:BLAKE A. BENNETT, ESQ.Cooch and Taylor, P.A.-and-JASON S. COWART, ESQ.MATTHEW L. TUCCILLO, ESQ.of the New York BarPomerantz, Grossman, Hufford,Dahlstrom & Gross, LLPfor PlaintiffsDANIEL A. DREISBACH, ESQ.Richards, Layton & Finger, P.A.-and-CHARLES S. DUGGAN, ESQ.of the New York BarDavis Polk & Wardwell LLPfor DefendantsPAUL J. LOCKWOOD, ESQ.ELISA M. CANNIZZARO, ESQ.Skadden, Arps, Slate, Meagher & Flom LLPfor Nominal Defendant- - -123456789101112131415161718192021222324
 
3CHANCERY COURT REPORTERSTHE COURT: Thank you.It has sometimes been said thatmembers of this Court and me in particular burden theworld with too many words on cases. I think we dothat in part because we like to give people fullyreasoned decisions. And sometimes as trial judges youwant to make sure that your bases are covered becausepeople sometimes revive arguments that they dropped.And sometimes above, you can't even tell -- sometimeswhen you're a trial judge, during the course of acase, you can't actually tell what a litigant's theoryis, it seems to shift so much. So you do it. Butmindful of the concern sometimes about this Courtwriting too much, I'm not going to write in this casebecause I believe that Stone v. Ritter, Caremark, andits progenies make clear what I have to do.The plaintiffs have taken on a ratherdifficult burden for themselves, which is they wish tosue under the most difficult theory in our law, whichis to say that an independent board of directorswithout any evident financial motivation knowinglycaused a corporation to violate positive law in orderto make profits for the stockholders.I take very seriously the notion that123456789101112131415161718192021222324

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