Griffith v. Stein, 214 A.3d 943

Shareholder Sean J. Griffith (the Objector) objected to a proposed settlement in a direct-and-derivative suit against certain Goldman Sachs directors and litigated his objections in Delaware Court of Chancery.
After the Chancery Court declined to approve the settlement and resolved a motion to dismiss, the Objector sought $575,000 in attorneys’ fees under the corporate-benefit doctrine for his objection; the Chancery Court awarded $100,000 plus costs.
The Objector sought interlocutory review from the Delaware Supreme Court under Supreme Court Rule 42 (appeal No. 331, 2019) and alternatively invoked the collateral order doctrine for immediate appeal (appeal No. 332, 2019).
The Chancery Court denied certification for interlocutory review, finding the fee award applied settled law, presented no novel question of Delaware law, and that the limited justice-based benefit from interlocutory review did not outweigh its costs.
The Delaware Supreme Court exercised discretion to refuse certification under Rule 42 and dismissed the collateral-order appeal as duplicative, holding the fee award did not implicate a substantial, continuing right warranting immediate review.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Chancery Court's fee order should be certified for interlocutory appeal under Sup. Ct. R. 42	The fee order resolves a substantial, material issue, may discourage future objectors, and raises a question of first impression about fees for activist objectors	The fee order is collateral to merits, applies settled corporate-benefit law, and presents no novel legal question	Court refused certification: not exceptional; benefits of interlocutory review do not outweigh costs/delay
Whether the fee order is immediately appealable under the collateral order doctrine	The order decides an issue independent of the merits, binds a non-party, and will have substantial, continuing effects on shareholders and corporations	The order is a discretionary application of settled law and does not create the kind of important right for collateral review	Dismissed as not fitting the collateral order doctrine; no substantial, continuing effect established
Whether the Chancery Court abused discretion in awarding $100,000 under the corporate-benefit doctrine	Objector contended his objections materially benefited the corporation and justified a significant fee	Directors argued a nominal fee (~$10,000) was appropriate; award should be modest	Supreme Court did not review the merits of the fee award here; it deferred to Chancery’s discretion in declining interlocutory review

Evans v. Justice of the Peace Court No. 19, 652 A.2d 574 (Del. 1995) (describing the collateral order doctrine as recognizing certain collateral orders as final)
Gannett Co., Inc. v. State, 565 A.2d 895 (Del. 1989) (setting standards for collateral-order review and finality)