Delaware Business Litigation Report

Court of Chancery Awards Fees Under the Corporate Benefit Doctrine in Director Qualifications Bylaw Dispute

Full Value Partners L.P. v. Swiss Helvetia Fund Inc., C.A. No. 2017-0303-AGB (Del. Ch. June 7, 2018)

A representative plaintiff who confers a non-monetary benefit on the represented class will be entitled to an award of attorneys’ fees and expenses under the right set of circumstances.  Delaware does not follow the frequently-adopted lodestar method.  Rather, it employs a more flexible approach known as the Sugarland factors, which may or may not result in a market hourly-rate.  In this decision, the plaintiff conferred such a benefit and earned a handsome reward under the circumstances.  Where the company allegedly was selectively enforcing its director qualifications bylaw, the plaintiff was able to seat a director that the board originally opposed and effectively prevented the company from using the bylaw improperly going forward in one respect.  For this preservation of shareholder voting rights, the Court entered a fee award of $300,000, equating to a roughly $1,500 hourly-rate.

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