Caskey v. OpKo Health Inc., C.A. No. 11415-VCS, hearing (Del. Ch. Apr. 22, 2016)
 

VC Slights previously served as Delaware Superior Court judge from 2000-2012 where he was credited with creating the Superior Court’s complex commercial litigation division.  In 2012, Slights left the bench to litigate in private practice, often appearing before the Chancery Court before being nominated to the bench by Delaware Governor Jack Markell in February 2016.

In an oral ruling in Caskey, VC Slights dismissed as untimely plaintiff’s claims for breach of contract in connection with anti-dilution provisions in warrants he allegedly holds but sustained his fraudulent and negligent misrepresentation claims.  Plaintiff alleged that he had asked the defendant corporation when his warrants would expire and, when the corporation did not provide this information, relied on the company’s SEC filings, which indicated that warrants such as his would begin to expire in 2015.  When plaintiff later attempted to exercise his warrants in early 2015, he was allegedly told by defendant that the warrants expired in 2014.

VC Slights rejected the defendant corporation’s claim that it owed no duties to plaintiff as a mere prospective stockholder, relying on then-VC Strine’s decision in Corporate Property Associates 14, Inc., et al., v. CHR Holding Corp., et al., C.A. No. 3231-VCS, memo. op. (Del. Ch. Apr. 10, 2008).   The Corporate Property decision concluded that even though warrant holders were not owed fiduciary duties by the directors of the corporation for which they hold warrants, a “pecuniary duty” to provide accurate information to warrant holders could nevertheless exist—and support a misrepresentation claim—in “situations where the defendant information provider expects to profit from the course of conduct in which he provides the information.”  In Caskey, Vice Chancellor Slights found plaintiff adequately alleged that the defendant owed a pecuniary duty to provide plaintiff accurate information about his warrants and declined to dismiss the misrepresentation claims on the pleadings.