In Re NYMEX Shareholder Litig.; Greene v. New York Mercantile Exchange, et al., C.A. Nos. 3621 and 3835, Noble, V.C. (Del. Ch. Sept. 30, 2009)

In Re NYMEX Shareholder Litig.; Greene v. New York Mercantile Exchange, et al., C.A. Nos. 3621 and 3835, Noble, V.C. (Del. Ch. Sept. 30, 2009)

These actions challenged the acquisition of NYMEX Holdings, Inc. by CME Group, Inc. Claims were brought by former shareholders of NYMEX and Class A Members (i.e. “seat holders”) of the NYMEX Exchange, a subsidiary of NYMEX.  The Court granted defendants’ motion to dismiss the shareholder breach of fiduciary claims, finding that NYMEX’s 102(b)(7) exculpating provision protected the NYMEX directors from liability for duty of care breaches, that the shareholder plaintiffs did not sufficiently plead a breach of the duty of loyalty claim, and failed to sufficiently support their other breach of fiduciary claims. The Court also dismissed certain derivative claims which were brought as direct claims.  The Court further dismissed the Class A Member fiduciary duty claims finding that the NYMEX Defendants did not owe fiduciary duties to the Class A Members. The Court also dismissed the remaining Class A Member claims based on a provision of the NYMEX Exchange bylaws.