Milton Pfeiffer v. Bruce E. Toll, Robert I. Toll, Zvi Barzilay, the Estate of Joel H. Rassman, Robert S. Blank, Richard J. Braemer, Paul E. Shapiro and Carl B. Marbach
Published: Dec. 21, 2013 | Result Date: Mar. 15, 2013 | Filing Date: Jan. 1, 1900 |Case number: 4140-VC Settlement – $16,250,000
Court
Court of Chancery of the State of Delaware
Attorneys
Plaintiff
Robert C. Schubert
(Schubert, Jonckheer & Kolbe LLP)
Dustin L. Schubert
(Schubert, Jonckheer & Kolbe LLP)
Ronald A. Marron
(Law Offices of Ronald A. Marron APLC)
Willem F. Jonckheer
(Schubert, Jonckheer & Kolbe LLP)
Defendant
Jonathan D. Martin
(Lewis, Brisbois, Bisgaard & Smith LLP)
Edmund Polubinski III
(Davis, Polk & Wardwell LLP)
Facts
Milton Pfeiffer, Oliverio Martinez, and William Hall were all shareholders of Toll Brothers, Inc., a Delaware Corporation. They each filed shareholder derivative actions against Robert Toll, Bruce Toll and other Toll Brothers directors alleging that the defendants breached their fiduciary duties of loyalty based on certain sales of Toll Brothers stock.
The actions were later consolidated.
Contentions
PLAINTIFF'S CONTENTIONS:
Plaintiffs asserted claims for breach of fiduciary duty, unjust enrichment, corporate waste, and contribution and indemnification.
DEFENDANT'S CONTENTIONS:
Defendants denied any wrongdoing, or that their wrongdoing caused any harm to Toll Brothers, but decided to settle the matter.
Result
Vice Chancellor Travis E. Laster denied defendants' motions to dismiss and reaffirmed Delaware insider trading law under Brophy v. Cities Service Co., 70 A.2d 5 (Del Ch. 1949). The parties settled for $16,250,000 to be paid to Toll Brothers, including total personal contributions of $6,450,000 by certain of the individual defendants.
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