Liberty Media Corp. v. The Bank of N.Y. Mellon, C. A. No. 5702-VCL (Del. Ch. Apr. 6, 2011)
Plaintiff, Liberty Media Corp (“Liberty”), sought a declaratory judgment that the distribution of two divisions of its company to its stockholders, in order to split off new publicly traded company, did not violate the terms of an indenture pursuant to which Liberty issued certain bonds. Bondholder defendants sought to aggregate the split-off at issue with several other distributions that Liberty made to stockholders, claiming that, taken together, they amounted to a violation of a provision of the indenture prohibiting Liberty from selling, transferring or disposing of substantially all of its assets. The Court, after trial, granted the declaration, holding that the distribution itself was not a violation of the indenture and that the distributions could not be aggregated.