Delaware County Employees Retirement Fund v. Sanchez

124 A.3d 1017 (2015)

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Nature of the Case

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Facts

This case involves an appeal from a transaction between a private company whose equity is wholly owned by the family of A.R. Sanchez, Jr., Sanchez Resources, LLC and a public company (D) in which the Sanchez family constitutes the largest stockholder bloc with some 16% of the shares and that is dependent on the Private Sanchez Company for all of its management services, Sanchez Energy Corporation (D)was to pay $78 million to: i) help the Private Sanchez Company buy out the interests of a private equity investor; ii) acquire an interest in certain properties with energy-producing potential from the Private Sanchez Company; iii) facilitate the joint production of 80,000 acres of property between the Sanchez Private and D; and iv) fund a cash payment of $14.4 million to the Private Sanchez Company. Ps allege that this transaction involved a gross overpayment by d, which unfairly benefited the Private Sanchez Company by allowing it to use D's funds to buy out their private equity partner, obtain a large cash payment for itself, and obtain a contractual right to a lucrative royalty stream that was unduly favorable to the Private Sanchez Company and thus unfairly onerous to D. The royalty payment was undisclosed to D stockholders, and that it was the Sanchez family's desire to conceal the royalty obligation that led to what can be fairly described as a convoluted transaction structure. P pled that '[Chairman] Sanchez and Jackson have been close friends for more than five decades.' When Chairman Sanchez ran for Governor of Texas in 2012, Jackson donated $12,500 to his campaign. Ps pled facts supporting an inference that Jackson's personal wealth is largely attributable to business interests over which Chairman Sanchez has substantial influence. Jackson's full-time job and primary source of income are as an executive at IBC Insurance Agency, Ltd. IBC provides insurance brokerage services to D and other Sanchez affiliates. IBC Insurance is a wholly owned subsidiary of International Bancshares Corporation of which Chairman Sanchez is the largest stockholder and a director who IBC's board has determined is not independent under the NASDAQ Marketplace Rules. Jackson's brother also works full-time for IBC Insurance. Of the approximately $165,000 Jackson earned as a D director constituted '30-40% of Jackson's total income for 2012.' The Court of Chancery concluded that Ps had not pled facts overcoming the presumption that Jackson was independent. The Court of Chancery dismissed the complaint in that Ps had not pled demand excusal under Aronson. P appealed. The parties agree that two of the five directors on D were not disinterested in the transaction.