CSG Corporate & Securities Insights Q2 | 2019

CSG's Corporate & Securities Group is pleased to provide the latest installment of Insights – which highlights recent news, activities, judicial decisions, legislative actions and regulatory announcements of interest.

Judicial Decisions, Legislative Actions and Regulatory Announcements

Strict Interpretation of Merger Termination Provisions

by Elizabeth C. Yoo, Associate

The Delaware Court of Chancery in Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019) found that Rent-A-Center, Inc. (“Rent-A-Center”) properly terminated its merger agreement with Vintage Capital Management LLC (“Vintage”) after the drop-dead date passed, without extension, even though the parties continued discussing the proposed merger.

Here, Rent-A-Center terminated the merger unilaterally by delivering a termination notice only a few hours after the extension deadline passed and demanded that Vintage pay the negotiated break-up fee. Vintage brought action seeking a declaratory judgment that the termination was invalid and that an extension notice was constructively delivered or waived due to the parties’ course of conduct. Vice Chancellor Glasscock rejected these arguments and held that Rent-A-Center’s termination was valid, stating that he was “left to the startling conclusion that, having vigorously negotiated a provision under which Vintage was entitled to extend the [out-date] simply by sending Rent-A-Center notice of election to do so by a date certain, Vintage…, simply forgot to give such notice.”

This case highlights the Delaware Chancery Court’s strict interpretation of provisions in a merger agreement, including notice requirements and deadlines.

Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019)

Delaware Chancery Court Rules on Whether Minority LLC Members' Disruption of Business Operations Constitutes Control and Imposes Fiduciary Duties

by Aaron D. Bassan, Counsel

The Delaware Chancery Court recently dismissed fiduciary duty claims by a limited liability company and its majority members against its minority members for allegedly engaging in a bad faith campaign designed to disrupt the company’s operations to gain control of the company or force a company buy-out of their interests. The Court held that the disruptive activities did not constitute control of the company and therefore the minority did not owe them any fiduciary duties. Delaware courts have long held that “controlling” equity holders of corporations, limited liabilities and similar entities (typically the majority) owe fiduciary duties to the non-controlling equity holders (typically the minority). While not the exclusive means of control, courts have typically found such control through either (i) the ownership or control of the majority of a company’s voting interests or (ii) the ability to designate or direct the votes of a majority of a company’s governing body (such as a board of directors or managers).

In an interesting twist, in Klein et al v. Wasserman et al, No. 2017-0643-KSJM, 2019 WL 2296027 (Del. Ch. May 29, 2019), the company and the majority members brought suit against the minority members, alleging that the minority had “actual” control through their intentional disruptive actions and therefore owed fiduciary duties to the company and the majority members which they breached. John Klein (“Klein”) founded Cambridge Therapeutic Technologies, LLC (“CTT”), a Delaware LLC headquartered in Teaneck, New Jersey, to market and distribute pharmaceuticals and held a majority of the voting “Units”. Robert and Monica Breslow (the “Breslows”) and another investor subsequently acquired a minority stake in CTT’s voting Units for approximately $12.5 million, and CCT’s operating agreement established a three-person Board of Managers (the "Board") with two appointed by Klein (himself and his nominee Mark Adams) and one appointed by the Breslows (Marc Wasserman). The operating agreement also included certain common minority protections, such as designating certain major decisions (including a company sale) requiring approval of both the Board and Breslows' designee. About six months later, an unaffiliated third party, Blue Value LLC, acquired a minority stake in CTT voting Units at a substantially higher valuation than the Breslows'.

Klein and CTT brought suit against the Breslows, claiming that following Blue Valley’s investment the Breslows became anxious to extract an immediate return on their investment in CTT or exit CTT. They further claimed that the Breslows and their Board designee Wasserman began a bad faith campaign intended to disrupt CTT’s business operations with hopes of gaining control of CTT or otherwise forcing a buy-out of their CTT Units. The plaintiffs alleged that Wasserman made multiple demands on the Board to further the Breslows' interest (at the expense of CTT and its other members), such as CTT allocating its full tax losses to the Breslows, authorizing a buy-out of the Breslows despite the lack of sufficient working capital to support it, and authorizing an unspecified transaction with a potential third-party investor without adequate due diligence or negotiation. The Board refused, creating conflict within CTT ultimately leading to the resignation of CTT’s accountants and delays in filing K-1s. Other alleged actions included (i) Wasserman incessantly demanding information from CTT with threats of litigation and ultimately causing its CFO to resign, (ii) Wasserman blocking the Board from considering potential investment transactions to provide adequate capital because they were not in the Breslows' best interests, and (iii) Wasserman “co-opting” Adams (Klein’s Board designee) to terminate Klein's relationship with CTT through “guile” and “exerting pressure” based on false representations (without giving specific details). The Board did in fact terminate Klein as President and CEO of CTT shortly thereafter.

While the Complaint contained few specifics, the Court nevertheless held that given the allegations as a whole, it was reasonably conceivable that Wasserman (who as a Manager had fiduciary duties) acted in bad faith placing the Breslows' interests above CTT’s and its other members’, and denied a motion to dismiss the claims against Wasserman.
The Court also recognized that a course of conduct by management or members designed to harass or disrupt a company could, in appropriate circumstances, constitute a breach of fiduciary duty. The Court further recognized that “controllers” of an LLC owe implied fiduciary duties to the company’s non-controlling members and that in some cases, depending on the facts, minority holders exercising their blocking power and even removing the CEO might be sufficient to establish the minority’s control of the Company. Since the Breslows did not have a controlling interest in the outstanding voting equity (they held only 20%) and only designated one out of three Managers, they did not meet the typical standard for “control” of CTT. The Court noted that another way to establish “control” is by exercising “actual” control of the Board or control over the business and affairs of a company. Actual control can exist either generally or through decision–specific control with respect to the particular transaction or decision. The Court ruled that even under the circumstances, where the Breslows and/or their Board designee significantly disrupted the company operations and even caused the termination of its CEO and founder’s employment with the ultimate goal of gaining control of CTT and forcing a buy-out, they did not have actual control since they did not in fact obtain actual control of the Board themselves or a majority of the voting equity, nor achieve their ultimate buy-out goal.

The decision in Klein v. Wasserman (and others like it) was largely based on the specific facts of the case (or lack thereof), and only time will tell whether other Delaware courts will apply its reasoning in other situations, but it does demonstrate that in some cases Delaware courts have been hesitant to reach a finding of actual control by minority equity holders through intentional disruption or impose fiduciary duties on the minority, even where the disruption was significant.

Delaware Court Awards Damages to Investor Whose Consent Rights Under an LLC Agreement Were Violated

by Michelle J. Delaney, Associate

Leaf Invenergy Company (“Leaf”) invested $30 million in Invenergy Wind LLC (“Invenergy”) pursuant to a convertible note. The note purchase agreement and corresponding LLC Agreement in which Leaf and Invenergy would enter upon the note’s conversion prohibited Invenergy from engaging in a sale event without Leaf’s consent unless Invenergy redeemed Leaf’s membership interest in Invenergy for a multiple of Leaf’s investment (the “Target Multiple”) at the sale closing.

In 2014, Invenergy explored a possible asset sale to TerraForm. Upon learning of the deal, Leaf converted its note into equity, becoming a member of Invenergy prior to the deal closing. Invenergy subsequently closed on the TerraForm deal without Leaf’s consent and without paying Leaf the Target Multiple. Leaf sued Invenergy for breaching the terms of the LLC Agreement. The trial court agreed that Invenergy breached the LLC Agreement, but found that Invenergy was not entitled to damages because it could not demonstrate that it was harmed as a result of the transaction.

The Delaware Supreme Court reversed the trial court’s ruling, finding that the LLC Agreement unambiguously required Invenergy to pay Leaf the Target Multiple as contractual damages and to redeem Leaf’s membership interest if Invenergy failed to obtain Leaf’s consent. The Court emphasized the plain meaning of the applicable LLC Agreement provision and enforced the terms, regardless of whether or not Leaf was harmed by the transaction.

This case stresses the importance of negotiated consent rights in an LLC agreement for investors and Delaware’s deference to the terms and conditions in LLC Agreements.

IRS Cracking Down on Cryptocurrency Traders

by Bozena M. Diaz, Counsel

The Internal Revenue Service (“IRS”) has announced on July 26, 2019 that it is sending informational letters to taxpayers with virtual currency transactions between 2013 and 2015 who may have potentially failed to report income and pay the resulting tax from such transactions or did not report their transactions properly. It is expected that, by the end of August, more than 10,000 taxpayers will receive these notices, asking them to pay back taxes, interest and penalties. In some cases, taxpayers could be subject to criminal prosecution.

There are three types of notices that a taxpayer can receive (Letter 6173, Letter 6174 or Letter 6174-A), depending on the type of transaction the taxpayer was involved in, and the taxpayer’s particular tax and filing obligations. The letters educate crypto account holders about the rules and tell taxpayers to review their reporting obligations for crypto transactions to be sure they reported the income correctly. The IRS has various types of tax information for virtual currency account owners, and it selected the letter that best matched their knowledge base.

Last year, the IRS launched a “Virtual Currency Compliance Campaign” to address noncompliance related to the use of virtual currency. IRS Notice 2014-21, which announced the issuance of the noncompliance letters, states that virtual currency is property for U.S. federal tax purposes and provides information on the U.S. federal implications of convertible virtual currency transactions. The IRS will issue additional legal guidance in this area in the near future.

Delaware Court of Chancery Requires Vacant Manager Position for Valid Appointment of a Manager of an LLC

by Eric D. Weiss, Associate

In a recent decision, the Delaware Court of Chancery rejected the appointment of new managers of an LLC where “there were no vacant manager positions to be filled.” Here, the sole member of an LLC tried to replace two recently appointed managers without first formally removing them from those positions. Focusing on that very fact, the Court rejected the appointment and, in turn, the “bump out” theory of board appointment, stating, “[t]he managerial bump-out theory lacks any support in Delaware law.” The decision highlights the importance of carefully evaluating the order of steps to be taken in order to accomplish the desired objectives. Also, the decision demonstrates the need to consider not only the process for appointment of managers when drafting operating agreements, but also the power and process to remove such managers.

Llamas v. Titus, C.A. No. 2018-0516-JTL (Del. Ch. June 18, 2019)

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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