STEWART v. WILMINGTON TRUST SP SERVICES, INC.

C.A. No. 9306-VCP.

112 A.3d 271 (2015)

The Honorable Karen Weldin STEWART, CIR-ML, Insurance Commissioner of the State of Delaware, in Her Capacity as the Receiver of Security Pacific Insurance Company, Inc. in Liquidation, SPI-202, Inc. in Liquidation, SPI-203, Inc. in Liquidation, and SPI-204, Inc. in Liquidation, Plaintiff, v. WILMINGTON TRUST SP SERVICES, INC., Johnson Lambert & Co., LLP, Johnson Lambert, LLP, McSoley McCoy & Co., James M. Jackson, Paul D. King, Kevin R. Davis, and Stephen D. Kantner, Defendants.

Court of Chancery of Delaware.

Decided: March 26, 2015.


Attorney(s) appearing for the Case

Diane J. Bartels, Esq. , Wilmington, Delaware; Jeffrey B. Miceli, Esq. , Black & Gerngross, P.C., Philadelphia, Pennsylvania; Attorneys for Plaintiff The Honorable Karen Weldin Stewart, CIR-ML, Insurance Commissioner of the State of Delaware, in her Capacity as the Receiver of Security Pacific Insurance Company, Inc. in Liquidation, SPI-202, Inc. in Liquidation, SPI-203, Inc. in Liquidation, and SPI-204, Inc. in Liquidation.

C. Malcolm Cochran, IV, Esq. , Chad M. Shandler, Esq. , Blake Rohrbacher, Esq. , Richards, Layton & Finger, P.A., Wilmington, Delaware; Attorneys for Defendants Wilmington Trust SP Services, Inc. and Stephen D. Kantner.

Kevin A. Guerke, Esq. , Seitz Van Ogtrop & Green P.A., Wilmington, Delaware;

Kevin M. Murphy, Esq. , Alexander M. Gormley, Esq. , Carr Maloney P.C., Washington, D.C.; Attorneys for Defendants Johnson Lambert & Co. LLP and Johnson Lambert LLP.

John D. McLaughlin, Jr., Esq. , Ciardi Ciardi & Astin, LLC, Wilmington, Delaware; Jonathan S. Ziss, Esq. , Seth L. Laver, Esq. , Goldberg Segalla LLP, Philadelphia, Pennsylvania; Attorneys for Defendant McSoley McCoy & Co.


OPINION

The key issue in this Opinion is when, under Delaware law, a corporation may state claims against third parties, like auditors, who are implicated in the alleged misconduct of the corporation's directors and officers. The plaintiffs here are four Delaware-domiciled captive insurance companies, with the...

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