Loral Space & Commc'ns Inc. v. Highland Crusader Offshore Partners, L.P., 977 A.2d 867 (Del. 2009). · Go Syfert
Loral Space & Commc'ns Inc. v. Highland Crusader Offshore Partners, L.P., 977 A.2d 867 (Del. 2009). Cases Citing This Book View Copy Cite
“in determining the size of an award, courts assign the greatest weight to the benefit achieved in the litigation.”
29 citation events (29 in the last 25 years) across 4 distinct courts.
Treatment trajectory · 2010 → 2026 · click a year to view as-of
2010 2018 2026
Top citers, strongest first. 13 distinct citers. How cited ↗
discussed Cited as authority (verbatim quote) Americas Mining Corp. v. Theriault
Del. · 2012 · signal: see also · quote attribution · 1 verbatim quote · confidence high
in determining the size of an award, courts assign the greatest weight to the benefit achieved in the litigation.
discussed Cited as authority (rule) Griffith v. Stein
Del. · 2022 · confidence medium
July 1, 2019) (citing Sugarland Indus., Inc. v. Thomas, 420 A.2d 142 (Del. 1980)); see also id. at *1 n.8 (“The Sugarland factors are: ‘1) the results achieved; 2) the time and effort of counsel; 3) the complexity of the issues; 4) whether counsel were working on a contingent fee basis; and 5) counsel’s standing and ability.’” (quoting Loral Space & Commc’ns, Inc. v. Highland Crusader Offshore Partners, L.P., 977 A.2d 867, 870 (Del. 2009), then citing EMAK Worldwide, Inc. v. Kurz, 50 A.3d 429 , 433 n.22 (Del. 2012))). 7 analysis here is the benefit created by the Objector.” 14 Ac…
discussed Cited as authority (rule) James Wei and Yanxin Zhang v. Zoox, Inc.
Del. Ch. · 2022 · confidence medium
Dec. 29, 2017). 46 See, e.g., Loral Space Commc’ns, Inc. v. Highland Crusader Offshore P’rs, L.P., 977 A.2d 867, 868 (Del. 2009) (observing that one of the plaintiffs used books and records obtained pursuant to a Section 220 demand to file direct litigation after the challenged transaction closed); Compaq Comput.
discussed Cited as authority (rule) Shiva Stein v. Lloyd C. Blankfein
Del. Ch. · 2019 · confidence medium
The Sugarland factors are: “1) the results achieved; 2) the time and effort of counsel; 3) the complexity of the issues; 4) whether counsel were working on a contingent fee basis; and 5) counsel’s standing and ability.” Loral Space & Commc’ns, Inc. v. Highland Crusader Offshore Partners, L.P., 977 A.2d 867, 870 (Del. 2009); see also EMAK Worldwide, Inc. v. Kurz, 50 A.3d 429 , 433 n.22 (Del. 2012). 3 $575,0009 fee request the Plaintiff sought in connection with the settlement. 10 The objection also aided the survival of the compensation claim against the Director- Defendants, which, if …
discussed Cited as authority (rule) El Paso Pipeline GP Company, LLC v. Brinckerhoff (2×)
Del. · 2016 · confidence medium
(Loral Space II), 977 A.2d 867, 868 (Del. 2009) (stating that "[b]oth [direct and derivative] claims may be litigated” where a claim is dual-nátured). .
examined Cited as authority (rule) In re El Paso Pipeline Partners, L.P. Derivative Litigation (3×) also: Cited "see"
Del. Ch. · 2015 · confidence medium
In reality, Delaware law recognizes a third category— dual-natured claims — that have both direct and derivative characteristics. 41 Dual-na-tured claims -exist because some injuries affect both the corporation and the stockholders and can be remedied either at the corporate or the stockholder level. 42 The Delaware Supreme Court has • held that when this dual aspect is -present, “[b]oth types of claims may be litigated.” Loral Space & Commc’ns Inc. v. Highland Crusader Offshore P’rs, L.P., 977 A.2d 867, 868 (Del.2009).
discussed Cited as authority (rule) In Re: El Paso Pipeline Partners, L.P. Derivative Litigation
Del. Ch. · 2014 · confidence medium
Loral Space & Commc’ns Inc. v. Highland Crusader Offshore P’rs, L.P., 977 A.2d 867, 868 (Del.2009); accord Lipton v. News Int'l, Plc, 514 A.2d 1075, 1079 (Del. 1986) (finding that complaint pled "claims that support both individual and derivative causes of action"); Sagarra Inversiones, S.L. v. Cementos Portland Valderrivas, S.A., 2011 WL 3371493 , at *5 n. 31 (Del.Ch.
discussed Cited as authority (rule) Carsanaro v. Bloodhound Technologies, Inc. (2×) also: Cited "see"
Del. Ch. · 2013 · confidence medium
Loral Space & Commc’ns Inc. v. Highland Crusader Offshore P’rs, L.P., 977 A.2d 867, 868 (Del.2009) (holding that where facts give rise to both derivative and direct claims, “[b]oth types of claims may be litigated”). a.
discussed Cited as authority (rule) XL Specialty Insurance v. Loral Space & Communications, Inc. (2×)
N.Y. App. Div. · 2011 · confidence medium
Using the lodestar method, the Chancery Court awarded Highland’s counsel about $10.7 million for fees and expenses, finding that, although there had not been a creation of a common fund, the litigation had produced a substantial benefit to the company, thus warranting an award of fees under the “corporate benefit doctrine.” 2 On appeal, the Delaware Supreme Court affirmed that award (Loral Space & Communications, Inc. v Highland Crusader Offshore Partners, L.P., 977 A2d 867, 870 [Del 2009]).
discussed Cited "see" Sinchareonkul v. Fahnemann
Del. Ch. · 2015 · signal: accord · confidence high
Ch. 1915) (“Each member of a corporate body has the right to consultation with the others and has the right to be heard upon all questions considered.”). 5 See Gentile v. Rossette, 906 A.2d 91, 99-100 (Del. 2006) (explaining that claims alleging equity dilution can be direct or derivative and that claim for dilution of voting power is direct); accord Loral Space & Commc’ns Inc. v. Highland Crusader Offshore P’rs, L.P., 977 A.2d 867, 868-69 (Del. 2009); Gatz v. Ponsoldt, 925 A.2d 1265, 1274 (Del. 2007). 10 Citing Roven v. Cotter, 547 A.2d 603 (Del.
discussed Cited "see" Emak Worldwide, Inc. v. Kurz (2×)
Del. · 2012 · signal: accord · confidence high
See Liquid Audio, 813 A.2d at 1131 . . 420 A.2d 142, 149-53 (Del.1980); accord Loral Space & Commc’ns, Inc. v. Highland Crusader Offshore Partners, L.P., 977 A.2d 867, 870 (Del.2009) ("Under settled law, the trial court should consider; 1) the results achieved; 2) the time and effort of counsel; 3) the complexity of the issues; 4) whether counsel were working on a contingent fee basis; and 5) counsel’s standing and ability.”). .
discussed Cited "see, e.g." Morris v. Spectra Energy Partners
Del. · 2021 · signal: see also · confidence medium
As we recognized in Lewis v. Anderson, with limited exception, “[a] plaintiff who ceases to be a shareholder, whether by reason of a merger or for any other reason, loses standing to continue a derivative suit.” 477 A.2d at 1049 ; see also El Paso, 152 A.3d at 1265 (“This rule flows from the fact that, following a merger, ‘the derivative claim—originally belonging to the acquired corporation—is transferred to and becomes an asset of the acquiring corporation as a matter of statutory law.’”) (citation omitted). 36 El Paso, 152 A.3d at 1256–57. 37 845 A.2d 1031 (Del. 2004). 38 …
discussed Cited "see, e.g." Shiva Stein v. Lloyd C. Blankfein
Del. Ch. · 2019 · signal: see also · confidence medium
(C) Will review of the interlocutory order serve considerations of justice? 4 Sugarland, 420 A.2d 142 .; see also Loral Space & Commc’ns, Inc. v. Highland Crusader Offshore Partners, L.P., 977 A.2d 867, 870 (Del. 2009). 4 The Objector argues strenuously that, in setting the fee as I did, I have created a perverse incentive that will prevent beneficial objections to settlements in the future.
Retrieving the full opinion text from the archive…
LORAL SPACE & COMMUNICATIONS INC. and Michael B. Targoff, Defendants Below, Appellants,
v.
HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P., the Class Representative, and the Class, Plaintiffs Below, Appellees
623, 2008.
Supreme Court of Delaware.
Jul 23, 2009.
977 A.2d 867
Christopher D. Loizides Esquire, Loiz-ides, P.A., Wilmington, DE, for Defendant-Below, Appellant Loral Space & Communications Inc., Brett D. Fallon, Esquire, Fotini A. An-toniadis, Esquire, Morris James, LLP, Wilmington, for Defendant-Below, Appellant Michael B. Targoff., Of Counsel: Jay P. Lefkowitz, Esquire (argued), Eric F. Leon, Esquire, Matthew Solum, Esquire, Kirkland & Ellis, LLP, New York City; Leonard A. Rodes, Esquire, Trachtenberg Rodes & Friedberg, LLP, New York City, for Defendants-Below, Appellants., Kevin G. Abrams, Esquire, J. Travis Laster, Esquire (argued), T. Brad Davey, Esquire, Eric D. Selden, Esquire, Abrams & Laster, LLP, Wilmington, DE, for Plaintiffs-Below, Appellees.
Berger, Jacobs, Ridgely.
Cited by 19 opinions  |  Published
BERGER, Justice:

In this appeal we consider whether the Court of Chancery abused its discretion in awarding significant attorneys’ fees to stockholders’ class counsel in a corporate case. Before reaching the fee award, however, we must address appellants’ contention that the trial court erred in allowing this matter to proceed as both a class and derivative action. Appellants suggest that, where the facts would support both types of claims, stockholders must pursue only the derivative claim if they have standing to do so. Appellants are mistaken. Both types of claims may be litigated at the same time. Thus, there was no error in the Court of Chancery’s decision to certify the stockholder class. With respect to the fee award, the Court of Chancery found that class counsel created a “hugely substantial benefit” as a direct result of the litigation. The record supports the trial court’s finding, and we conclude that the court acted well within its discretion.

Factual and Procedural Background

Loral Space and Communications Inc., a satellite communications company, emerged from bankruptcy in 2005. [1] Its largest stockholder was MHR Fund Management LLC, which owned 35.9% of Loral’s common stock. In October 2006, Loral entered into a Securities Purchase Agreement under which MHR acquired $300 million in Loral convertible preferred stock (the MHR transaction). The preferred stock had a high dividend rate, a low conversion rate, and significant class voting rights. In addition, the stock gave MHR the potential to acquire 63% of Loral’s total equity. When the MHR transaction was announced, Loral stockholders were outraged, and Loral announced that it would reconsider. But, the transaction closed without notable modification on February 27, 2007.

Highland Crusader Offshore Partners, L.P., the beneficial owner of approximately 8% of Loral common stock, retained Abrams & Laster, LLP (A & L) to challenge the MHR transaction. On March 12, 2007, A & L made a demand for books and records pursuant to 8 Del. C. § 220. After receiving those records, A & L filed an action on March 22, 2007, alleging direct claims against MHR, Loral, and its directors, on behalf of all Loral stockholders other than defendants and their affiliates. Two days earlier, Paul Weiss Rif-kind Wharton & Garrison LLP (PW) filed an action on behalf of investors holding approximately 18% of Loral common stock. The PW complaint alleged three derivative claims and one direct claim against the same defendants. Following a scheduling conference, the two firms filed an amended and consolidated complaint and litigated the case jointly.

In September 2008, after trial and briefing, the Court of Chancery issued an opinion finding that the MHR transaction was unfair:

Taken as a whole, the record leaves me persuaded that MHR received un[*869] fairly advantageous terms from Loral. The dividend rate was too high and the conversion rate too low. As important, the MHR Financing took MHR from a large blockholder who could not unilaterally prevent a control transaction to a preferred stockholder whose class voting rights gave it affirmative negative control over almost any major transaction. [2]

The Court of Chancery reformed the MHR transaction by “converting] the Preferred Stock that MHR received into nonvoting common stock on terms fair to Loral.” [3]

A & L filed a fee petition seeking $27.5 million. [4] It argued that the amount requested was reasonable because: (1) plaintiffs’ counsel obtained a quantifiable benefit of approximately $205 million; (2) plaintiffs’ counsel obtained significant non-quantifiable benefits for the class; and (3) A & L had accepted representation of the class on a contingent fee basis. The Court of Chancery awarded A & L $10,627,587 in fees and expenses. This appeal followed.

Discussion

Loral first argues that the trial court erred in granting Highland’s motion for class certification. Loral contends that, under Gentile v. Rossette, [5] stockholders may not pursue a class action where, as here, there is a pending derivative action addressing the same alleged wrongs. Loral reads Rossette as permitting a direct claim only in cases where the related derivative claim is no longer available.

Loral misreads Rossette. It is true that, when suit was filed in that case, only a direct claim remained available because the corporation that would have benefited from a derivative claim no longer existed. But Rossette was not about priorities between direct and derivative claims. The Court simply applied settled law in recognizing that the same set of facts could give rise to both types of claims:

There is ... at least one transactional paradigm ... that Delaware case law recognizes as being both derivative and direct in character. A breach of fiduciary duty claim having this dual character arises where: (1) a stockholder having majority or effective control causes the corporation to issue “excessive” shares of its stock in exchange for assets of the controlling stockholder that have a lesser value; and (2) the exchange causes an increase in the percentage of the outstanding shares owned by the public (minority) stockholders. Because the means used to achieve that result is an overpayment (or “over-issuance”) of shares to the controlling stockholder, the corporation is harmed and has a claim to compel the restoration of the value of the overpayment. That claim, by definition, is derivative.
But the public (or minority) stockholders also have a separate, and direct, claim arising out of that same transaction. Because the shares representing the “overpayment” embody both economic value and voting power, the end result of this type of transaction is an improper transfer — or expropriation — of economic value and voting power from the public stockholders to the majority or controlling stockholder.... As a consequence, the public shareholders are harmed, uniquely and individually, to the same[*870] extent that the controlling shareholder is (correspondingly) benefitted. In such circumstances, the public shareholders are entitled to recover the value represented by that overpayment — an entitlement that may be claimed by the public shareholders directly and without regard to any claim the corporation may have. [6]

More recently, in Gatz v. Ponsoldt, 7 this Court held that claims arising from a recapitalization could be brought directly and derivatively. The Court did not discuss the fact that both claims were included in one action, probably because neither the parties nor the Court found that to be legally significant. Loral offers no authority in support of its position that the pen-dency of a derivative action precluded Loral’s stockholders from bringing a direct action, and we are aware of none. Accordingly, we conclude that there was no bar to Highland’s direct action, and the trial court committed no error in granting class certification.

The real issue on appeal is the award of attorneys’ fees. Loral argues, among other things, that it is being penalized because the direct and derivative claims could have been included in one action, and litigated by one firm. In addition, Loral complains that the litigation produced no monetary benefit for Loral and its stockholders. Finally, Loral argues that the premium awarded to A & W will promote inefficient litigation by encouraging the filing of multiple lawsuits.

We review an award of attorneys’ fees for abuse of discretion. [8] Under settled law, the trial court should consider: 1) the results achieved; 2) the time and effort of counsel; 3) the complexity of the issues; 4) whether counsel were working on a contingent fee basis; and 5) counsel’s standing and ability. The Court of Chancery considered all of these factors. The trial court found that A & L conferred a benefit in excess of $100 million, plus a substantial therapeutic benefit, after expending 5804 hours litigating the case. The trial court took into account the presence of derivative plaintiffs in assessing the risk to A & L. Finally, the trial court reviewed the remaining Sugarland factors and concluded that they all weighed in favor of a substantial fee award. We find no abuse of discretion.

Conclusion

Based on the foregoing, the judgment of the Court of Chancery is affirmed.

1

. This summary of the facts is drawn from the trial court's post-trial decision on the merits, which has become final, as there was no appeal. See: In re Loral Space and Communications Inc. Consol. Litig., 2008 WL 4293781 (Del.Ch.).

2

. In re Loral Space and Communications Inc. Consol. Litig., 2008 WL 4293781 at *31 (Del. Ch.).

3

. Id. at *32.

4

. PW did not file a fee petition. That firm was retained on an hourly basis, and Loral agreed to pay PW $8.2 million. Loral also agreed to pay PW on an hourly basis to oppose A & W's fee petition.

5

. 906 A.2d 91 (Del.2006).

6

. Id. at 100 (Footnotes omitted.)

7

. 925 A.2d 1265 (Del.2007).

8

. Sugarland Industries, Inc. v. Thomas, 420 A.2d 142, 149 (Del. 1980).