Carter ( 2015 )

IN THE SUPREME COURT OF THE STATE OF DELAWARE
C. MICHAEL CARTER and DAVID §
A. DELORENZO, § No. 57, 2015
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Defendants Below- §
Appellants, §
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V. §
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CITY OF PROVIDENCE, CENTRAL § Court Belomeourt of Chancery
LABORERS’ PENSION FUND,
MASSACHUSETTS LABORERS’ §
ANNUITY FUND, NEW ENGLAND §
TEAMSTERS & TRUCKING §
INDUSTRY PENSION FUND, and §
OKLAHOMA POLICE PENSION & §
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of the State of Delaware,
Consol. CA. No. 8703
C03
RETIREMENT SYSTEM,
Plaintiffs Below-
Appellees.
Submitted: February 16, 2015
Decided: F ebruaryf f , 2015
Before STRINE, Chief Justice, VALIHURA, and VAUGHN, Justices.
O R D E R
This I day of February 2015, upon consideration of the
notice of interlocutory appeal, the motion for stay, and the motion to
expedite, it appears to the Court that:
(l) The defendants—appellants, Michael Carter and David
DeLorenzo, have petitioned this Court, pursuant to Supreme Court Rule 42,
to accept an appeal from an interlocutory order of the Court of Chancery,
dated February 5, 2015, denying their motions for summary judgment.
Among other things, the defendants sought a determination that the business
judgment rule was the proper standard for reviewing the take-private merger
of Dole Food Company, Inc. by its majority stockholder, David Murdock.
The Court of Chancery denied summary judgment, holding that disputed
issues of material facts existed about whether the defendants satisfied the
eight requirements for applying the business judgment rule under Kahn v. M
& F Worldwide Corp, 88 A.3d 635, 651 (Del. 2014). Trial is scheduled to
begin February 23, 2015.
(2) The defendants filed their application for certification to take an
interlocutory appeal in the Court of Chancery on February 9, 2015. The
Court of Chancery denied the certification application on February 13, 2015,
holding that interlocutory review on the eve of trial was not warranted
because the appropriate standard of review was a settled issue of law.
(3) Applications for interlocutory review are addressed to the
sound discretion of this Court and are granted only in exceptional
circumstances. In the exercise of its discretion, this Court has concluded
that the application for interlocutory review does not meet the requirements
of Supreme Court Rule 42(b) and should be refused.
NOW, THEREFORE, IT IS HEREBY ORDERED that the within
interlocutory appeal is REFUSED. The motion to expedite and the motion
to stay pending appeal are both MOOT.
BY THE COURT:
Justice