The case of the day is Alberta Securities Commission v. Ryckman (Del. Super. Ct. 2015). In 1996, the Alberta Securities Commission, following a hearing, found that Lawrence G. Ryckman, the chairman and director of Westgroup, had violated Alberta securities laws by participating in a “complex scheme that created a false and misleading appearance of trading designed to deceive investors to trade at artificial prices.” The administrative decision imposed nearly $500,000 in costs. The Commission obtained a judgment in Canada against Ryckman on the basis of the administrative decision.
Ryckman moved from Canada to Arizona in 1997. The Commission obtained an Arizona judgment against Ryckman in an action in an Arizona Superior Court, which was affirmed on appeal. It then sought to enforce the Arizona judgment in Delaware under the Uniform Enforcement of Foreign Judgments Act, the law in force in most states under which states grant full faith and credit to sister-state judgments. It was undisputed that the Commission would not have been able to obtain recognition of the Alberta judgment directly in Delaware, for two reasons. First, the statute of limitations under Delaware law had expired; and second, Delaware law (the UFCMJRA) does not provide for recognition and enforcement of foreign money judgments to the extent the judgment is for a fine or other penalty.
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The case of the day is In re Activision Blizzard, Inc. Stockholder Litigation (Del. Ch. 2014). The case was a classic shareholder derivative action. After a complicated restructuring transaction between Activision and Vivendi, shareholders of Activision sued, claiming that Activision’s directors and Vivendi itself breached fiduciary duties to Activision by setting a price for the sale of Activision shares that enriched Vivendi and two Activision executives at the expense of the shareholders. The shareholders sought to take discovery from Vivendi and some of its directors (who were named as defendants, too), and the Vivendi defendants refused to the extent the documents requested were located in France, on the grounds that discovery had to proceed under the Hague Evidence Convention. They also argued that their depositions should occur in France rather than in Delaware. The shareholders moved to compel.
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The case of the day is Sustainable Energy Generation Group, LLC v. Photon Energy Projects B.V. (Del. Ch. 2014). The case involved a claim for breach of a confidentiality agreement. The plaintiff, a Delaware corporation, sued Photon Energy Projects, B.V., Photon Energy N.V., and Photon Energy Investments N.V., three Dutch firms. Service of process was by mail; the Netherlands has not made an Article 10(a) objection. The defendants moved to dismiss for insufficient service of process.
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