Chancery's Approach To Board Seat Agreement Disputes

Law360, New York (June 23, 2015, 10:30 AM EDT) -- In Partners Healthcare Solutions Holdings LP v. Universal American Corp. (June 17, 2015), the Delaware Chancery Court granted summary judgment to defendant Universal American Corp., rejecting the contentions of one of UAM's largest stockholders, Partners Healthcare Solutions Holdings, that UAM had breached a board seat agreement by imposing conditions on the seating of Partners' designee to the UAM board that were not provided for in the agreement. Partners, a subsidiary of a private equity firm, acquired its stake in UAM through, and the board seat agreement had been entered into in connection with, UAM's acquisition of a subsidiary of Partners (the "portfolio company"). The dispute relating to the seating of Partners' board designee arose at the same time that UAM and Partners were involved in a separate fraud litigation arising from the portfolio company's performance after the merger....

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