Is it becoming easier for defendants to win summary judgment in corporate litigation? A recent Delaware Court of Chancery decision granting summary judgment to the defendants in a fiduciary duty case appears to resolve disputed facts in defendants’ favor. Yet, it is settled law that a court may not resolve disputes of material fact without a trial. Has Delaware law changed when summary judgment is appropriate?
First, some background to this recent decision in In re Answers Shareholders Litigation, Del. Ch. C.A. 6170-VCN (February 3, 2014), is necessary. Answers involved allegations that the directors of Answers Corp. had violated their fiduciary duties of care and loyalty and acted in bad faith by hastily approving a merger that the Answers CEO favored to avoid being fired by its controlling stockholder, a venture capital firm displeased with Answers’ management’s performance. The Chancery Court previously had dismissed the duty of care claim because Answers had exculpated the directors from such a claim by provisions in the Answers charter.
