![]() 4 3 To reiterate, as of the first day of 2012, the relationships among the various corporate entities were as follows: HBL and Environmental were each whollyowned by the same party, as described in more detail below Environmental held a majority interest in Hesco and HBL licensed to Hesco its intellectual property rights relating to the Concertainer units. ( Environmental ), held a majority interest in Hesco. On February 24, 2009, Hesco, the corporation that is the subject of this appraisal proceeding, was incorporated in Delaware, and the Hesco Bastion USA, LLC business was merged into Hesco with little change to its ongoing management structure or business.5 That business included the assembly of Concertainer units at the Company s Hammond, Louisiana facility, but not manufacture of the components the wire mesh, pins, coils, or geotextile required to assemble the Concertainer units.6 At its incorporation, an affiliate of HBL, Respondent Hesco Bastion Environmental, Inc. In 2003, Hesco Bastion USA, LLC was created for the purpose of licensing intellectual property from HBL in order to manufacture and market Concertainer products to non-military clients in North America.4 In 2006, Stephanie Victory became head of management at the LLC. ![]() Prior to her termination in 2011, Petitioner Patricia Laidler acted as Company Secretary, General Manager, and Managing Director of HBL. HBL designs and manufactures Concertainer units outside of North America. 2 asset, and flood protection.3 The Concertainer units are stored accordion-style (hence, presumably, the name) once deployed, they operate as giant sandbags. 2 These rapidly deployable barriers consist of multi-cellular wall systems built from steel wire mesh coated with zinc-aluminum and lined with polypropylene geotextile, which are designed to be filled with sand and rock to create mobile barriers for military, 1 2 8 Del. ( HBL ), not a party to this action, is a United Kingdom corporation that designs and manufactures Concertainer units. The task is made more difficult, perhaps, by the facts that the merger was not the result of an auction process, and thus the market provides no guidance that management produced no projections for the Company in the ordinary course of business that the Company was about to lose the benefit of a license and patent covering its sole product and that the sales of that product, in part, are driven by natural disasters, the frequency of which are of dubious predictability. ( Hesco, or the Company ), which interest was lost when Hesco merged with an affiliate. Here, the Plaintiff is entitled to the fair value of her interest in Hesco Bastion USA, Inc. ![]() GLASSCOCK, Vice Chancellor This case presents a demand for a statutory appraisal,1 response to which should be a daunting task for a law-trained judge: the statute in question requires the Court not either party through assignment of a burden of proof to determine the fair value of a corporation. Bolus, of Maynard Cooper & Gale, P.C., Birmingham, Alabama, Attorneys for the Respondent. Rollo, of Richards, Layton & Finger, P.A., Wilmington, Delaware OF COUNSEL: John N. Shannon, of Bodman PLC, Detroit, Michigan, Attorneys for the Petitioner. Beck and Sean Brennecke, of Klehr Harrison Harvey Branzburg LLP, Wilmington, Delaware OF COUNSEL: Joseph J. 7561-VCG ) ) ) ) ) MEMORANDUM OPINION Date Submitted: MaDate Decided: Richard M. HESCO BASTION ENVIRONMENTAL, INC., Respondent. IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PATRICIA LAIDLER, Petitioner, v.
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