Submitted: July 22, 2019
E. Farnan, Esquire Michael J. Farnan, Esquire Rosemary J.
Piergiovanni, Esquire Farnan LLP
Anthony A. Rickey, Esquire Margrave Law LLC
D. Eicher, Esquire Eicher Law LLC
G. Abrams, Esquire J. Peter Shindel, Jr., Esquire Matthew L.
Miller, Esquire Abrams & Bayliss LLP
M. Gallagher, Esquire Robert L. Burns, Esquire Richards,
Layton & Finger, P.A.
the Objector's Application for Certification of an
Interlocutory Appeal as well as the Director-Defendants'
Response. I must consider a request for certification in
light of Supreme Court Rule 42. As many decisions of our
courts have made clear, the purpose of Rule 42 is to prevent
wasteful piecemeal litigation from overwhelming the docket of
the Supreme Court. Accordingly, "[n]o interlocutory
appeal will be certified by the trial court or accepted by
[the Supreme Court] unless the order of the trial court
decides a substantial issue of material importance that
merits appellate review before a final
judgment." To the extent this is considered as a
truly interlocutory appeal, I find that adherence to Rule 42
precludes certification. To the extent this appeal is subject
to the Collateral Order Doctrine, such analysis is outside
the purview of the trial court review mandated by Rule 42.
decision subject to the request for certification here
involves an award for attorneys' fees under the corporate
benefit doctrine. The case involved direct and derivative
claims brought by a stockholder of Goldman Sachs, with
respect to which the parties had reached a settlement
agreement. Settlement of these claims required approval by
this Court. Under the proposed settlement, derivative claims,
which belong to the corporation, would be released in return
for the corporation-for whose benefit the Plaintiff was
purportedly acting-adopting some minor hygienic practices.
The Objector appeared at the Settlement Hearing and opposed
the settlement. I found the objection helpful, but
independently concluded that the settlement was not fair to
the corporation or its stockholders. Accordingly, I denied
the settlement. The matter then proceeded on a motion to
dismiss, which I granted in part and denied in part. The
remaining issue involves an allegation of self-dealing on the
part of the Director-Defendants.
expressed in my Letter Order of July 1, 2019 regarding the
Objector's fee request, the objection was helpful to me.
The rationale of my decision to deny the motion to approve
the settlement was, however, my own. Nonetheless, for the
reasons stated in the Letter Order, I found that the Objector
had worked a substantial benefit on the corporation.
evaluating the appropriate fee under the corporate benefit
doctrine, I applied the factors delineated by our Supreme
Court in Sugarland Industries, Inc. v.
Thomas. Applying those factors to the facts at
hand, I found an attorneys' fee award to the objector,
exclusive of costs, in the amount of $100, 000.00 to be
this decision that is subject to this request for an
interlocutory appeal. Rule 42(b)(2) sets out the criteria I
must consider upon a motion for certification. I address, in
turn, the criteria identified by the Objector as applicable:
Does the interlocutory order involve a question of law