CCSB FINANCIAL CORP. v. DEANN M. TOTTA, LAURIE MORRISSEY, CHASE WATSON, AND PARK G.P., INC.
No. 424, 2022
IN THE SUPREME COURT OF THE STATE OF DELAWARE
July 19, 2023
Submitted: April 19, 2023
C.A. No. 2021-0173
Before SEITZ, Chief Justice; VALIHURA and TRAYNOR, Justices.
Upon appeal from the Court of Chancery of the State of Delaware: AFFIRMED.
Kevin J. Connors, Esquire, Aaron E. Moore, Esquire, MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN, Wilmington Delaware; Michael H. McGinley, Esquire (argued), Rick S. Horvath, Esquire, Stuart T. Steinberg, Esquire, DECHERT LLP, Philadelphia, Pennsylvania; Brett A. Scher, Esquire, Patrick M. Kennell, Esquire, KAUFMAN DOLOWICH & VOLUCK, LLP, New York, New York, for Defendant Below, Appellant CCSB Financial Corp.
Kevin H. Davenport, Esquire, Eric J. Juray, Esquire, John G. Day, Esquire (argued), PRICKETT, JONES & ELLIOTT, P.A., Wilmington, Delaware, for Plaintiffs Below, Appellees DeAnn M. Totta, Laurie Morrissey, Chase Watson, and Park G.P., Inc.
The corporate charter of a bank holding company capped at 10% the stock that could be voted by a “person” in any stockholder vote. During a proxy contest for three seats of a staggered board, the CCSB board of directors instructed the inspector of elections not to count 37,175 shares voted in favor of a dissident slate of directors. According to the board, the 37,175 shares exceeded the 10% voting limitation because certain stockholders were acting in concert with each other. If the votes had been counted, the dissident slate of directors would have been elected.
The CCSB corporate charter also provided that the board‘s “acting in concert” determination, if made in good faith and on information reasonably available, “shall be conclusive and binding on the Corporation and its stockholders.” In a summary proceeding brought by the plaintiffs under
In this appeal, CCSB argues that the Court of Chancery erred when it invalidated the charter provision and reinstated the excluded votes. It claims that, rather than modifying the standard of conduct of the directors, the charter provision
We affirm the Court of Chancery‘s judgment. The plaintiffs proved that the board breached its duty of loyalty by instructing the inspector of elections to disregard the 37,175 votes. The charter provision cannot be used to exculpate the CCSB directors from a breach of the duty of loyalty. Further, the court‘s legal conclusion and factual findings that the stockholders did not act in concert withstand appellate review. We also affirm the award of attorneys’ fees to the plaintiffs.
I.
A.
Since 1922, Clay County Savings Bank (the “Bank“) has operated as a savings and loan association near Kansas City in Clay County, Missouri.1 CCSB Financial Corp. (the “Company” or “CCSB“) was incorporated in 2002 as a Delaware holding
CCSB‘s stock trades on the over-the-counter market. As of December 3, 2020, the record date for the contested board election, CCSB had 743,071 shares of common stock outstanding. Mario Usera, the Bank‘s president and CEO and CCSB board member, beneficially owned 78,442 shares, or 10.56% of CCSB stock outstanding. Other board members also held CCSB stock, resulting in the board, collectively, beneficially owning 23.39% of outstanding stock.
A voting limitation (“Voting Limitation“) is set forth in Article FOURTH of CCSB‘s certificate of incorporation:
[I]n no event shall any record owner of any outstanding Common Stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of ten percent (10%) of the then-outstanding shares of Common Stock (the “Limit“), be entitled or permitted to any vote in respect of the shares held in excess of the Limit.2
[i]nclude[s] an individual, firm, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate, or any other group formed for the purpose of acquiring, holding or disposing of securities or any other entity.6
The Court of Chancery observed that “Article FOURTH defines ‘person’ and ‘beneficial owner’ using concepts like ‘affiliate’ and ‘acting in concert’ that result in the aggregation of shares across owners.”7
Article FOURTH (C)(3) of the CCSB charter states that the CCSB board has “the power to construe and apply the provisions of this section and to make all determinations necessary or desirable to implement such provisions.”8 That power includes determining “the number of shares of Common Stock beneficially owned by any person, . . . whether a person is an affiliate of another,” and “whether a person has an agreement, arrangement, or understanding with another” relevant to a matter
Prior to 2020, the CCSB board had not applied the Voting Limitation. On at least one occasion, however, a stockholder had voted shares in excess of the limit.11 Usera claimed this was “because ‘the number of shares that were in excess of the 10 percent had no impact on ... the election and so there was no need to apply the’ Voting Limitation.”12 The Court of Chancery remarked that “[i]t is unclear from the record whether that was in fact the case.”13
Not unexpectedly, Usera kept a “cheat sheet” that tracked the purchase and ownership of CCSB stock by friendly parties expected to support CCSB‘s leadership in an election.14 The cheat sheet also included running calculations of the number of shares needed to maintain control of CCSB.15 The Court of Chancery observed from the cheat sheet that “[f]rom November 1, 2016 to January 29, 2021, Usera
B.
David Johnson is a longtime CCSB stockholder who has a variety of business interests. Relevant to the current dispute, Johnson held a controlling position and a board seat with First Missouri Bank, another community bank with branches near Kansas City; was chairman and CEO of Maxus Realty Trust Inc. (“MRTI“); and was the sole stockholder of Park G.P., Inc. (“Park“). As of the record date, Johnson claimed that he beneficially owned 73,948 CCSB shares or a 9.95% ownership interest, which included 3,398 shares owned by Park.
Over the years, Johnson looked for ways to increase his CCSB ownership interest. In 2015, Johnson asked the CCSB board to waive the Voting Limitation to allow him, his wife, and Park to acquire up to 24.99% of CCSB.17 The Federal Reserve Bank of Kansas City, which monitors the control of regional banks through the Change in Bank Control Act (“CIBCA“), approved the request.18 When Johnson presented his request to the CCSB board, however, it responded that while it “has
In another instance, Johnson attempted to acquire CCSB stock from a group of companies that had taken loans from Bond Purchase, LLC. Johnson was an 85% owner and managing member of Bond Purchase. The companies pledged their CCSB stock as collateral for loans but missed payments and were in default. The companies rebuffed Johnson‘s offer to cure their default by selling their CCSB stock to Johnson. Instead, the companies agreed to sell their CCSB stock to CCSB.20 Bond Purchase responded by declaring a default and forcing a foreclosure sale of the companies’ CCSB stock. At the foreclosure sale, DEW, LLC, a company owned by Johnson‘s friend and associate David Watson (“D. Watson“), purchased 17,765 CCSB shares. Like Usera, Johnson also kept a cheat sheet of friendly stockholders, where he listed DEW‘s 17,765 shares.21
In 2019, Johnson transferred 30,000 CCSB shares to MLake 70, LLC, a company associated with Chase Watson (“C. Watson“), D. Watson‘s son.
[W]e understand that you transferred 30,000 shares of CCSB stock to MLake 70, LLC (MLake), in order to bypass the 10 percent voting limitation per shareholder imposed by the Certificate of Incorporation of CCSB. This transfer of stock resulted in a violation of the CIBCA. The goal of our ownership review is to identify all parties presumed to be acting in concert as members of the Johnson Control Group, resolve the violations in a single Change in Control filing, and prevent future violations and untimely filings under the CIBCA.22
In addition to flagging the transfer of shares to C. Watson, the Federal Reserve identified DeAnn Totta as a Johnson affiliate who would need clearance for any owned shares.23 Totta was Park‘s President and was part of Maxus Properties LLC‘s management, a company held by MRTI through a wholly owned subsidiary.
The Federal Reserve instructed Johnson either to unwind the transaction or file requests for C. Watson, Totta, and any of their immediate family members who had not been identified but held or controlled CCSB stock.24 The resolution of this matter is unclear from the record.
For the 2021 stockholder meeting, three of CCSB‘s seven director seats were up for election. Park nominated three candidates: DeAnn Totta, C. Watson, and Laurie Morrissey. As discussed, Totta and C. Watson were affiliated with Johnson through business entities such as Park and MRTI. C. Watson was also a manager of MLake 96 LLC, which owned 500 CCSB shares. Lastly, Morrissey was the owner and operator of a consulting business and was the beneficial owner of 100 CCSB shares. CCSB nominated Usera and two other incumbent directors.
In the months before the election, CCSB sent letters to certain stockholders owning shares in excess of a 5% threshold, including Johnson, and requested updated information on their beneficial ownership of CCSB shares.25 CCSB specifically inquired about stock held as a “group pursuant to any agreement, arrangement or understanding (whether written or unwritten) for the purpose of acquiring, holding, voting or disposing of any shares of Company stock.”26 Johnson did not respond to the first two letters sent in October and November. CCSB sent a third letter on December 4, 2020, the day after the record date.
I recently sold a total of 19,500 shares of CCSB (which is less than 3% of CCSB‘s outstanding shares) to DEW LLC which is owned by David Watson and wanted to provide notice of the sale for your records. DEW LLC owned shares of CCSB before this purchase, but DEW LLC is not part of the Johnson Control Group. Mr. Watson is a retired business acquaintance who owns less than a 6% ownership interest in Maxus Realty Trust, which has hundreds of shareholders ....
The shares were sold in an arms’ length transaction for fair market value ($16.42 per share; see CCSB web page attached). Neither Mr. Watson nor any member of the Johnson Control Group is a party to any agreement, contract, understanding, relationship, or other arrangement regarding the acquisition, voting, or transfer of voting securities of CCSB.28
The Court of Chancery noted that “[t]he Federal Reserve did not object to the sale, conclude that DEW was part of the Johnson Control Group, conclude that Johnson and DEW were acting in concert, or ask for any other information from Johnson after the sale to DEW.”29 After this, on December 17, 2020, Johnson responded to
Usera was dissatisfied with Johnson‘s update. Minutes from a January 20, 2021 board meeting show that Usera voiced concerns about the accuracy of the information Johnson provided and stated that he had “evidence to believe that Mr. Johnson may be acting in concert with others,” including D. Watson.30 The board did not, however, follow up to request more information from Johnson.
The board also “did not investigate whether any other stockholder was potentially acting in a manner that could justify invoking the Voting Limitation, including Usera.”31 This is despite the fact that Usera had been actively monitoring proxy vote developments and encouraging votes in favor of the incumbent board.32 The board was willing to let Usera “self-report” his stock and overlook the fact that he had previously failed to include his daughter‘s stock as part of his own beneficial ownership.33
D.
On January 28, 2021, the board convened the 2021 annual meeting of stockholders. Before the meeting the board met “to discuss whether stockholders were acting in concert, whether they were in violation of the 10% beneficial ownership rule . . . and whether the Board of Directors was in a position to enforce its authority under [Article FOURTH].”34 The board considered Johnson‘s December 17, 2020 letter and the communications with D. Watson and DEW regarding D. Watson‘s beneficial ownership of stock and determined that Johnson, his wife, D. Watson, C. Watson, Morrissey, and Totta were “acting in concert in order to get their alternate slate elected to CCSB[‘s] . . . Board of Directors.”35 The board concluded that it had authority to apply the Voting Limitation and that the group had violated the Voting Limitation.
| Shareholder/Broker | Beneficial Owner(s) | Source | Number of Shares |
|---|---|---|---|
| Charles Schwab | David Johnson | Letter to the Corporate Secretary dated 12/17/2020 | 28,025 |
| National Financial Services LLC | David L Johnson and Sandra L Cassetter | Letter to the Corporate Secretary dated 12/17/2020 | 42,525 |
| National Financial Services LLC (Canvas Wealth Advisors) | David E. Watson | Letter to the Corporate Secretary dated 12/17/2020 | 37,150 |
| National Financial Services (MLake LLC) | Chase Watson | Nomination Letter from Park GP | 500 |
| Unknown | Laurie Morrissey | Nomination Letter from Park GP | 100 |
| Wells Fargo (Park GP) | David Johnson and DeAnn Totta | Letter to the Corporate Secretary dated 12/17/2020 | 1,398 |
| Park GP, Inc. | David Johnson and DeAnn Totta | Registered Shares | 2,000 |
| DEW LLC | David E. Watson | Registered Shares | 25 |
| Total | 111,723 | ||
| Outstanding Shares | 743,071 | ||
| 10% | 74,307 | ||
| Amount in Excess of 10% | 37,416 |
The board instructed Kalahurka not to count any of D. Watson‘s 37,175 beneficially owned shares, rather than just the 19,500 from the November 2020 transaction with Johnson. The board did not tell stockholders that the Voting Limitation would be applied to the votes in favor of Park‘s nominees.
The Court of Chancery observed that the board excluded votes without “conduct[ing] an investigation into whether any other stockholder or group of stockholders, including insiders such as Usera, were acting in concert for purposes of applying the Voting Limitation.”38 Kalahurka also “performed no investigation of her own into any stockholder‘s ownership, instead relying entirely on the Board‘s letter and Usera‘s self-reported stockholdings.”39
The final vote tally was 359,336 votes for Usera and the other incumbent directors and 322,859 votes for the Park nominees. Kalahurka withheld 37,416 votes from the Park nominees and 4,134 votes from the incumbent directors, for a total of
E.
After a half-day trial on a paper record, the Court of Chancery found that the board improperly instructed the inspector of elections to disregard DEW‘s 37,175 votes. As a preliminary matter, the court had to decide what standard of review should apply to the board‘s actions. Without the Conclusive and Binding Provision, enhanced scrutiny would apply because the board inserted itself into an election contest and ended up dictating the result. The incumbent directors argued, however, that the Conclusive and Binding Provision shielded the board‘s action from all but business judgment review.
The Court of Chancery disagreed. First, the court observed that “[f]iduciary duties arise in equity and are a fundamental aspect of Delaware law.”41 The Constitution of 1897, the court reasoned, retained the divide between law and equity in the Delaware Court of Chancery. The General Assembly has also conferred jurisdiction on the Court of Chancery to decide all matters and causes in equity. Thus, according to the court, the Court of Chancery has the exclusive authority as a
The Chancellor reasoned that, within constitutional limits, “the General Assembly can replace equity with statutory law.”42 While it has done so in the alternative entity space, it has “acted cautiously to limit specific default rules of equity” for corporations.43 After reviewing the limited areas where the court has modified traditional corporate fiduciary duties, the court concluded that, without an express statutory authorization, “[t]he Conclusive-And-Binding Provision cannot conclusively empower the Board to make determinations under a good faith standard. The provision cannot prevent the court from applying equitable principles to evaluate the Board‘s decision.”44
Next, the court decided to “twice test” the board‘s actions, first for legal authorization and second for equity. The court found that the board‘s actions failed both inquiries. To start, the court reviewed whether the board correctly applied the Voting Limitation when it “determined that Johnson, his wife, D. Watson, C. Watson, Morrissey, and Totta were ‘a group acting in concert’ whose shares could thus be aggregated as the shares of a single ‘person’ under the Voting Limitation.”45
The court found there was insufficient evidence that Johnson and D. Watson were acting in concert.47 D. Watson testified that he had not entered into any agreements concerning the voting of his CCSB shares, and the court found this credible.48 And in the absence of evidence of an agreement, the sale of Johnson‘s stock to D. Watson and D. Watson‘s voting in favor of his son, C. Watson, were not indicative of an understanding between the two.49 Importantly, the sale of stock was comparable to similar transfers between CCSB insiders, and CCSB “strenuously argued that those stockholders were not acting in concert with each other when they did so.”50 That D. Watson would then use his shares to vote for his son, C. Watson, to join the board was also “both unsurprising and unobjectionable.”51 The court therefore concluded that the Voting Limitation was improperly applied to D. Watson. The court invalidated the board‘s instruction to the inspector of elections to disregard DEW‘s votes.
II.
For its first argument on appeal, CCSB raises a single legal issue, which we review de novo.54 CCSB contends that the Court of Chancery erred by invalidating the Conclusive and Binding Provision. As the argument goes, subject only to the condition that a charter provision does not violate the laws of this State, section 102(b)(1) of the DGCL allows almost unlimited freedom in charter provisions. According to CCSB, the laws of this State do not invalidate the Provision because, “in analogous circumstances, Delaware courts have recognized that an informed stockholder vote can impact the standard of review.”55 CCSB argues that the Court
In our view, however, the CCSB directors are attempting to use the Conclusive and Binding Provision to exculpate themselves from a breach of the duty of loyalty, which is prohibited by Delaware statute and public policy. In Salzberg v. Sciabacucci, this Court upheld a corporate charter provision requiring that all claims brought under the Securities Act of 1933 be filed in federal court.56 To frame the analysis in Salzberg, this Court started with Section 102(b)(1), which spells out the permissible contents of the certificate of incorporation:
(b) In addition to the matters required to be set forth in the certificate of incorporation by subsection (a) of this section, the certificate of incorporation may also contain any or all of the following matters: (1) Any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors, and the stockholders, or any class of the stockholders, or the governing body, members, or any class or group of members of a nonstock corporation; if such provisions are not contrary to the laws of this State. Any provision which is required or permitted by any section of this chapter to be stated in the bylaws may instead be stated in the certificate of incorporation[.]57
We also noted in Salzberg, however, that the statute contains an important constraint - charter provisions are only valid “if such provisions are not contrary to the laws of this State.”61 The “laws of this State” include “statutory enactment[s] or a public policy settled by the common law or implicit in the General Corporation Law itself.”62
If a board improperly interferes with a director election, it breaches its duty of loyalty.63 When the Court of Chancery reviews a claim in this context, the court, as it did here, performs a two-step review - first, it tests the legality of the board‘s action under the charter, and second, it applies enhanced judicial review under
A similar argument was addressed in Sutherland v. Sutherland.66 A stockholder alleged that two of his siblings who were controlling stockholders, directors, and officers, caused family corporations to engage in self-dealing and wasteful transactions. The defendants moved to dismiss and invoked what they argued were exculpatory charter provisions that “sterilized” any director interest in conflicted transactions. The charter provision, according to the defendants, made
Although the court found as an initial matter that the “provision at issue simply deals with issues of quorum and does nothing to sanitize disloyal transactions,” the court went on to address the defendants’ argument that the charter provision immunized all interested transactions from entire fairness review, meaning “the only basis that would remain to attack a self-dealing transaction would be waste.”67
The Court of Chancery held that, “[i]f the meaning of the above provision were as the defendants suggest, it would effectively eviscerate the duty of loyalty for corporate directors as it is generally understood under Delaware law.”68
According to the court, “[w]hile such a provision is permissible under the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, where freedom of contract is the guiding and overriding principle, it is expressly forbidden by the
The Sutherland charter provision, as interpreted by the defendants, had the effect of shifting the court‘s standard of review from entire fairness to business judgment. Here, the charter provision operates more directly - it requires the business judgment standard of review for board action that would ordinarily require enhanced scrutiny. Even if, as happened here, the board improperly interfered with the election, the Conclusive and Binding provision would, in CCSB‘s view, preempt the Court of Chancery‘s legal and equitable review and exculpate the board from liability.
III.
After disregarding the Conclusive and Binding Provision, the Court of Chancery found that Johnson and D. Watson were not acting in concert. The board‘s instruction to the inspector of elections was therefore improper. CCSB argues that the court erred in this conclusion because it failed to apply the correct definition of “acting in concert” and misapplied the burden of proof, leading to a materially incorrect finding of fact. Our review is de novo for the court‘s legal determinations, and we defer to its factual findings, unless they are clearly wrong.73
The CCSB charter does not define “acting in concert.” The Court of Chancery therefore consulted the Merriam-Webster dictionary.74 The Merriam-Webster dictionary defines “concert” as “agreement in design or plan: union formed by mutual communication of opinion and views.”75 Applying this definition, the Court of Chancery then determined that “persons act in concert when they have an agreement, arrangement, or understanding regarding the voting or disposition of shares.”76
In the court‘s view, this definition had the added benefit of “track[ing] the general corporate law understanding” of acting in concert.77 It also corresponded to the securities law definition and matched
Yet CCSB claims “the Chancery Court overlooked the fact that ‘acting in concert’ is defined by regulation.”80 The CIBCA defines “acting in concert” as “knowing participation in a joint activity or parallel action towards a common goal of acquiring control of a covered institution whether or not pursuant to an express agreement.”81 CCSB contends that “Delaware courts have long recognized that statutes bearing directly on the subject matter of a contract ‘will be given effect in the application and enforcement of the contract’ unless the contract explicitly states otherwise.”82
CCSB did not argue below that the CIBCA definition should apply. The argument is waived,83 and, in any event, CCSB acknowledged at least twice that “acting in concert” was an undefined term.84 CCSB also argued below that “the lack of a definition of ‘acting in concert’ does not mean it cannot be fairly understood
Further, the CIBCA definition is extrinsic evidence that can only be considered to resolve ambiguities, not create them.86 For instance, in Smartmatic International Corp. v. Dominion Voting Systems International Corp., the court grappled with a license agreement dispute over the geographic boundaries of a noncompetition provision.87 The parties disagreed on whether the words “in the United States” included Puerto Rico. One of the parties argued that the definition of United States should be consistent with its patent law definition, which includes Puerto Rico. The Court of Chancery “conclude[d] that the definition of ‘United States’ under federal patent law is extrinsic evidence that the Court should not rely on in determining whether the noncompetition provision is ambiguous.”88 The court reasoned that the case was not one “where the definition of United States ‘c[ould] only be known through an appreciation’ of federal patent law.”89 In other words, the
Here, the CCSB charter does not mention the CIBCA or suggest that the statute should be used to interpret the meaning of terms within the charter.93 It does, however, repeatedly refer to the
Finally, the internal affairs of a Delaware corporation are governed by Delaware law.98 This Court has held that the voting rights of stockholders in particular “fall squarely within the purview of the internal affairs doctrine.”99 As the shareholder franchise is at the center of the current controversy, the Court of Chancery did not err by applying Delaware law to interpret the terms of the Voting Limitation.
B.
The Court of Chancery stated clearly that “Plaintiffs bear the burden of proof” when determining “whether the Board correctly applied the Voting Limitation.”100 CCSB nonetheless asserts that the court “shifted that burden to CCSB in its actual
The court did not improperly shift the burden of proof. CCSB‘s argument resembles the argument made in Judicial Watch, Inc. v. University of Delaware, where “Appellants argue[d] that the Superior Court erroneously shifted the burden of proof to them when it stated, ‘Appellants have provided nothing other than unsupported speculation in opposition to [Appellee]‘s representation.‘”103 This Court looked beyond the Superior Court‘s general statement and found that “an examination of the court‘s entire analysis reveals that the court did not erroneously place the burden of proof on Appellants.”104
The Court of Chancery found persuasive D. Watson‘s testimony during his deposition that he had not entered into any arrangements that would qualify as acting in concert.105 The court also found unpersuasive CCSB‘s evidence to the contrary.106
For the first time on appeal, CCSB relies on the Federal Reserve‘s 2019 letter to Johnson, where it flagged Johnson‘s stock sale to C. Watson. The Federal Reserve noted in the letter that the holdings of C. Watson‘s immediate family members would also need to be approved as presumptive members of the Johnson Control Group.
There are three problems with this argument. First, CCSB did not make the argument below, and it is waived. Second, the record does not show how Johnson resolved the Federal Reserve‘s concerns with the 2019 transaction. It is unclear if the presumption was ever triggered.107 In any case, Johnson notified the Federal Reserve of his 2020 sale of stock from DEW to D. Watson. The Federal Reserve neither objected to this sale nor determined that D. Watson was acting in concert with Johnson.108
Lastly, the CIBCA and the Voting Limitation are distinct. The CIBCA requires the Federal Reserve to approve transactions by persons acting independently or in concert that impact control of a state member bank or a bank holding company.109 The Voting Limitation does not, however, mention or
Having found that the Court of Chancery neither used the incorrect definition for “acting in concert” nor misapplied the burden of proof, we also uphold the court‘s factual determination that Johnson and D. Watson were not acting in concert. The court credited D. Watson‘s testimony regarding the lack of any agreement, arrangement, or understanding and found CCSB‘s arguments to the contrary unpersuasive. CCSB has not demonstrated that the court‘s factual findings were clearly wrong.
* * *
Because we affirm the Court of Chancery‘s findings that the Conclusive and Binding Provision should be disregarded and the board‘s instruction to the inspector of elections was invalid, we need not reach whether the board‘s instruction to the inspector of elections survived enhanced scrutiny review.
IV.
As a final matter, CCSB asks us to reverse the attorneys’ fee and expense award to the plaintiffs. This Court reviews for abuse of discretion.111 CCSB‘s only
Keyser well stated the general rule that, in a
V.
We affirm the Court of Chancery‘s judgment.