The most noteworthy decisions this month are the following:

•     Judge Zobel of the federal district court for the District of Massachusetts granted motions to dismiss aiding and abetting claims and stay breach of fiduciary duty claims in a merger challenge.  The acquirer took no illegitimate affirmative actions to qualify it as an aider and abettor.  The case was stayed in deference to a Delaware action that was further along.

•     Vice Chancellor Glasscock of the Delaware Chancery Court granted in part and denied in part a former officer’s request for indemnification for several proceedings.  The officer was entitled to mandatory indemnification for an agency proceeding in which he suffered no punishment, representing success on the merits.  He did not show success on the merits for other proceedings, such as one in which he pled guilty.  The record was insufficient to establish the presence or absence of good faith for purposes of permissive indemnification, and the court set out standards for discovery.

•     Vice Chancellor Glasscock of the Delaware Chancery Court denied a motion to compel production in a Section 220 action as moot.  The plaintiff pursued the action to obtain necessary information for an out of state derivative lawsuit.  However, the deadline for filing an amended complaint in that action had passed, so there was no longer any proper purpose for the Delaware action.

•     Vice Chancellor Laster of the Delaware Chancery Court appointed a receiver to take over and liquidate a company, which had no income, had not held shareholders’ meeting and had not made required federal filings.  On top of this, the entity was embroiled in a dispute over its proper directors.  Rather than resolve the latter dispute, the court appointed the receiver, in the interest of preventing any fraud, and directed it to sell the company’s patent asset.

•     Vice Chancellor Laster of the Delaware Chancery Court granted a motion enjoining a bank holding company from selling its only bank, after a trial.  The plaintiffs established that the sale was of substantially all of the assets, triggering the provision.  The purchaser was not assuming liabilities on the debt, and the sale-triggered event of default would give trustees the right to accelerate payment, which the seller could not pay after the asset sale was complete.