The Court held that Defendant Albert Nasser had granted his long-time attorney the requisite authority to enter into the settlement at issue, thereby making such settlement binding on the Defendants. Viewed under agency principles, the record showed that the Defendants consented to the terms of settlement by instilling the attorney with actual authority to settle the litigation. In addition, the Defendants’ long-standing and personal course of dealings with the attorney supported implied authority to settle the litigation. The Defendants were also likely bound by the attorney’s actions based on apparent authority, as the record showed he represented to others the attorney’s authority to act as his agent.Wayne County Employees’ Retire. Sys. v. Corti, et al., C.A. No. 3534-CC, Chandler, C. (Del. Ch. July 1, 2008). The Court denied a motion for preliminary injunction brought by the Plaintiff, a shareholder of Activision, Inc. (“Activision”), to stop a special meeting of Activision’s shareholders. The Plaintiff sought to compel Activision to make additional disclosures about a proposed merger with Vivendi S.A., to be voted upon at a special meeting. The Plaintiff was unable to establish the materiality of its disclosure claims because it “failed to demonstrate how any of the alleged omissions would significantly alter the total mix of information” already provided to the shareholders in a 300-page proxy statement.
