In a recent Delaware Law Weekly interview with recently retired Delaware Supreme Court Justice (and former Vice Chancellor of the Delaware Chancery Court) Jack Jacobs, the eminent jurist was asked:
Q: What do you view as your most significant opinion on either court?
A: That's a difficult question because I've authored a lot of opinions in many different areas of law over the last 29 years. Although I wish I could give you a straight direct answer, but I think, in all candor, that question is one better answered by other people.
At the risk of being accused of engaging in empirical scholarship, I decided to undertake an answer to that question. I searched Delaware cases on WestlawNext to find all published opinions written by Jacobs. I then had WestlawNext rank them by frequency of citation. With this result:
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1. In re Walt Disney Co. Derivative Litigation Supreme Court of Delaware. June 08, 2006 906 A.2d 27 2006 WL 1562466 BUSINESS ORGANIZATIONS - Derivative Actions. Board and CEO of Disney did not breach fiduciary duties in connection with $130 severance package to terminated president.
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2. Wood v. Baum Supreme Court of Delaware. July 01, 2008 953 A.2d 136 2008 WL 2600981 BUSINESS ORGANIZATIONS - Limited Liability Companies. Plaintiff did not make particularized showing of futility of presuit demand.
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Supreme Court of Delaware. January 27, 2009 965 A.2d 695 2009 WL 188828 BUSINESS ORGANIZATIONS - Officers and Directors. Allegations were sufficient to state a claim for breach of fiduciary duty of disclosure.
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4. Sealy Mattress Co. of New Jersey, Inc. v. Sealy, Inc. Court of Chancery of Delaware, New Castle County. July 24, 1987 532 A.2d 1324 https://www.westlaw.com/Search/Results.html?query=fi%3A&transitionType=Search&contextData=%28sc.Default%29&VR=3.0&RS=cblt1.0 Individual and derivative action was filed by minority stockholders to enjoin proposed cash-out merger of parent corporation into wholly owned subsidiary of its majority shareholder. The Court of Chancery In and For New Castle County, Jacobs, Vice-Chancellor, held that minority shareholders adequately established lack of fair price, lack of...
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Supreme Court of Delaware. August 17, 2006 906 A.2d 91 2006 WL 2388934 BUSINESS ORGANIZATIONS - Shareholders. Shareholders who held minority interest even before transaction that increased CEO’s voting power had a direct claim.
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6. Eisenberg v. Chicago Milwaukee Corp. Court of Chancery of Delaware, New Castle County. December 01, 1987 537 A.2d 1051 1987 WL 42240 Preferred stockholder brought class action against corporation which had commenced self-tender offer for its preferred stock and corporate directors, attacking validity of offer and seeking preliminary injunction preventing consummation of offer. The Court of Chancery, in and for New Castle County, Jacobs, Vice-Chancellor, held that:...
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7. In re J.P. Morgan Chase & Co. Shareholder Litigation Supreme Court of Delaware. March 08, 2006 906 A.2d 766 2006 WL 585606 BUSINESS ORGANIZATIONS - Mergers and Acquisition. Shareholders had no claim for alleged failure to disclose that acquired company could have been purchased for no premium.
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8. Carmody v. Toll Bros., Inc. Court of Chancery of Delaware, New Castle County. July 24, 1998 723 A.2d 1180 1998 WL 418896 BUSINESS ORGANIZATIONS - Shareholders. “Dead hand” poison pill was subject to legal challenge on statutory and fiduciary grounds.
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9. Weinberger v. Rio Grande Industries, Inc. Court of Chancery of Delaware, New Castle County. October 22, 1986 519 A.2d 116 https://www.westlaw.com/Search/Results.html?query=fi%3A&transitionType=Search&contextData=%28sc.Default%29&VR=3.0&RS=cblt1.0 Class action was brought alleging failure to disclose material facts and information in schedule disseminated to shareholders of railroad holding corporation in connection with tender offer and merger transaction. On motions to dismiss and for summary judgment, the Court of Chancery, Jacobs, Vice-Chancellor, held that: (1) no...
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10. Citron v. E.I. Du Pont de Nemours & Co. Court of Chancery of Delaware, New Castle County. June 29, 1990 584 A.2d 490 1990 WL 210588 Subsidiary’s shareholder brought class action challenging merger of subsidiary into parent corporation. The Court of Chancery, in and for New Castle County, Jacobs, Vice-Chancellor, held that: (1) conduct of subsidiary’s directors would be judged under business judgment form of review on claim of shareholder that subsidiary’s...
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Court of Chancery of Delaware, New Castle County. January 24, 2000 752 A.2d 557 2000 WL 134723 BUSINESS ORGANIZATIONS - Officers and Directors. Board of directors breached fiduciary duty by repurchasing 83% of corporation’s common stock.
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12. Great Lakes Chemical Corp. v. Pharmacia Corp. Court of Chancery of Delaware, New Castle County. June 29, 2001 788 A.2d 544 2001 WL 765187 TORTS - Fraud. Disclaimers barred fraud claims.
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13. Grobow v. Perot Court of Chancery of Delaware, New Castle County. April 13, 1987 526 A.2d 914 https://www.westlaw.com/Search/Results.html?query=fi%3A&transitionType=Search&contextData=%28sc.Default%29&VR=3.0&RS=cblt1.0 Consolidated shareholders’ derivative actions were brought on behalf of corporation challenging repurchase by corporation of certain securities and notes issued to corporation’s largest shareholder, who was member of corporation’s board of directors, and other persons. Defendants moved to dismiss on ground that plaintiffs had failed to make...
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14. Ryan v. Tad’s Enterprises, Inc. Court of Chancery of Delaware, New Castle County. April 24, 1996 709 A.2d 682 1996 WL 936160 Following asset sale and “cash-out” going-private merger, minority shareholders brought action claiming breach of fiduciary duties by corporation’s board of directors. The Court of Chancery, New Castle County, Jacobs, Vice Chancellor, held that: (1) asset sale and merger were not product of fair dealing; (2) asset sale and...
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15. In re Wheelabrator Technologies, Inc. Shareholders Litigation Court of Chancery of Delaware, New Castle County. May 16, 1995 663 A.2d 1194 1995 WL 496771 Shareholders in target corporation brought class action against target corporation and its directors, challenging merger of target corporation into acquiring corporation, alleging breach of fiduciary obligation to disclose to class material information concerning merger, and alleging that directors breached duties of loyalty and due care. ...
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Court of Chancery of Delaware, New Castle County. February 10, 1995 659 A.2d 760 1995 WL 309831 Shareholders of subsidiary corporation brought derivative suit challenging certain corporate transactions. Thereafter some shareholders, subsidiary and its directors reached settlement agreement which was submitted for approval. The Chancery Court, Jacobs, Vice-Chancellor, held that: (1) claims involving transaction under...
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Court of Chancery of Delaware, New Castle County. January 21, 1997 698 A.2d 384 1997 WL 418452 Derivative suit was commenced claiming that grant of stock options to chief executive officer (CEO) was act of waste. Defendants moved to dismiss. The Court of Chancery, New Castle County. Jacobs, Vice Chancellor, held that board of directors could award options to CEO, even though they represented compensation for prior...
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18. CA, Inc. v. AFSCME Employees Pension Plan Supreme Court of Delaware. July 17, 2008 953 A.2d 227 2008 WL 2778141
BUSINESS ORGANIZATIONS - By-Laws. Proposed bylaw mandating reimbursement of election expenses was invalid.
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19. Gatz v. Ponsoldt Supreme Court of Delaware. April 16, 2007 925 A.2d 1265 2007 WL 1120338 BUSINESS ORGANIZATIONS - Derivative Actions. Claims of shareholders who became minority shareholders as a result of recapitalization could be brought as direct claims.
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20. Robert M. Bass Group, Inc. v. Evans Court of Chancery of Delaware, New Castle County. July 14, 1988 552 A.2d 1227 1988 WL 144127 Takeover group and public shareholders of corporation targeted for takeover brought separate suits against corporation and its directors. After actions were consolidated, shareholders and takeover group moved for preliminary relief to enjoin planned restructuring of corporation, which had been designed to deter takeover. The...
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