OptimisCorp v. Waite

Summary

The Delaware Supreme Court affirmed the Court of Chancery’s judgment in litigation involving OptimisCorp, including sanctions related to witness tampering and the denial of damages. The court discussed directors’ entitlement to fair and non-misleading notice of special-meeting agendas and cautioned against describing such claims as a “super-director” theory. The court also denied a motion for appellate attorneys’ fees and expenses.

Holdings

1. The Court of Chancery acted within its discretion in making the extraordinary witness-tampering finding and imposing sanctions because its detailed findings were adequately supported by the factual record.
2. The Court of Chancery properly declined to award damages because the challenged amendment had already been invalidated and the plaintiffs failed to establish additional non-speculative harm.
3. The Supreme Court rejected the lower court's characterization of the claim as a "super-director" theory and stated that directors, regardless of their ownership or board-appointment rights, are entitled to equal and fair treatment and material information concerning board action.

Questions Presented

1. Whether the Court of Chancery abused its discretion by imposing sanctions based on its finding that the plaintiffs engaged in witness tampering.
2. Whether the Court of Chancery erred in declining to award damages to the plaintiffs or defendants.
3. Whether the Court of Chancery's framework for analyzing directors' alleged inequitable concealment of the agenda for a special meeting was proper.
4. Whether plaintiffs established additional non-speculative harm after the challenged amendment was invalidated.

Disposition

affirmed