Hill International, Inc. v. Opportunity Partners L.P.
119 A.3d 30
| Del. | 2015Background
- Hill International is a Delaware corporation; Opportunity Partners (affiliate of activist Bulldog) owned Hill shares and sought to nominate two directors and submit shareholder proposals for Hill’s 2015 annual meeting.
- Hill’s bylaws contain “advance notice” provisions requiring stockholder notices to be delivered 60–90 days before the meeting, but if the corporation gives “less than seventy (70) days notice or prior public disclosure of the date,” stockholder notice must be received within 10 days after such notice/public disclosure.
- Hill’s 2014 proxy stated the 2015 meeting would be held “on or about June 10, 2015.” Hill later (April 30, 2015) filed the 2015 definitive proxy naming June 9, 2015 as the actual date.
- Opportunity submitted an April 13 letter and then a May 7 notice (nominations and proposals). Hill rejected the May 7 notice as untimely under the 60–90 day window.
- The Court of Chancery held that “prior public disclosure of the date” requires disclosure of the actual date (not an approximate date range), found Opportunity’s May 7 notice timely, enjoined Hill from transacting business at the June 9 meeting other than adjourning it, and entered partial final judgment under Rule 54(b). This appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Hill’s 2014 proxy statement saying “on or about June 10, 2015” constituted “prior public disclosure of the date” so as to trigger the 60–90 day advance-notice window | The April 30, 2015 definitive proxy that named June 9 was the first public disclosure of the actual date; the 2014 proxy’s approximate language did not disclose the date, so the 10-day post-disclosure window applied and Opportunity’s May 7 notice was timely | The 2014 proxy’s “on or about June 10” was prior public disclosure of the meeting date (sufficiently specific) so Opportunity’s May 7 notice was untimely under the 60–90 day window | Court (and Supreme Court) held “the date” means a specific day; an “on or about” approximate date does not constitute prior public disclosure of the date. Because Hill’s first public disclosure of the actual date was April 30 (40 days before meeting), the 10-day notice rule governed and Opportunity’s May 7 notice was timely |
| Whether partial final judgment under Court of Chancery Rule 54(b) and expedited appellate review were appropriate | Opportunity urged that injunction resolving the narrow bylaw construction issue warranted immediate review because it effectively decided the core dispute about meeting conduct | Hill sought expedited appeal but argued certification should not be granted; raised concerns about piecemeal appeals | Court found Rule 54(b) entry appropriate given narrow, dispositive legal issue and importance of resolving meeting process; appellate review approved and affirmed the Chancery Court’s interpretation |
Key Cases Cited
- Airgas, Inc. v. Air Prods. & Chems., Inc., 8 A.3d 1182 (Del. 2010) (rules for contract/bylaw interpretation; de novo review of bylaws)
- Centaur Partners, IV v. Nat’l Intergroup, Inc., 582 A.2d 923 (Del. 1990) (bylaws are contracts; interpretation principles)
- Rhone-Poulenc Basic Chems. Co. v. Am. Motorists Ins. Co., 616 A.2d 1192 (Del. 1992) (clear contract language given ordinary meaning)
- Blasius Indus., Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988) (importance of shareholder franchise and integrity of voting process)
- Guzzetta v. Serv. Corp. of Westover Hills, 7 A.3d 467 (Del. 2010) (party seeking security for injunction must present factual/legal basis for damages)