Laborers' District Council Construction Industry Pension Fund v. Bensoussan ( 2017 )

IN THE SUPREME COURT OF THE STATE OF DELAWARE
LABORERS’ DISTRICT COUNCIL §
CONSTRUCTION INDUSTRY §
PENSION FUND and HALLANDALE §
BEACH POLICE OFFICERS AND § No. 358, 2016
FIREFIGHTERS’ PERSONNEL §
RETIREMENT FUND, derivatively on §
behalf of LULULEMON ATHLETICA, § Court Below: Chancery Court
INC., § of the State of Delaware
§
Plaintiffs Below, § C.A. No. 11293
Appellants, §
§
v. §
§
ROBERT BENSOUSSAN, MICHAEL §
CASEY, ROANN COSTIN, CHRISTINE §
M. DAY, WILLIAM H. GLENN, §
MARTHA A.M. MORFITT, RHODA M. §
PITCHER, THOMAS G. STEMBERG, §
JERRY STRITZKE, EMILY WHITE and §
DENNIS J. WILSON, §
§
Defendants Below, §
Appellees, §
§
- and - §
§
LULULEMON ATHLETICA, INC., a §
Delaware Corporation, §
§
Nominal Defendant Below, §
Nominal Appellee. §
Submitted: January 18, 2017
Decided: February 3, 2017
Before STRINE, Chief Justice; HOLLAND, VALIHURA, and VAUGHN,
Justices; LEGROW, Judge,* constituting the Court en Banc.
ORDER
This 3rd day of February 2017, the Court having considered this matter after
oral argument and on the briefs filed by the parties has determined that the final
judgment of the Court of Chancery should be affirmed on the basis of and for the
reasons assigned by the Court of Chancery in its opinion dated June 14, 2016.1
NOW, THEREFORE, IT IS HEREBY ORDERED that the judgment of the
Court of Chancery be, and the same hereby is, AFFIRMED.
BY THE COURT:
/s/ James T. Vaughn, Jr.
Justice
1
The Appellants’ argument that the New York Action could not be preclusive against them because
their attempt to intervene in that case to protect their interests was denied, relying on Parkoff v.
General Telephone & Electronics Corp., 425 N.E.2d 820 (N.Y. 1981), is waived because it was not
fairly presented to the trial court. We are not persuaded that it should be considered under Rule 8.
* Sitting by designation under Del. Const. art. IV, § 12.