Widener Law Alumni Play Key Role in $2 Billion Court Decision
Web Editor - Published: August 28, 2012
RonaldBrown

Ronald A. Brown, Jr. '90


MarcusMontejo

Marcus E. Montejo '06

On Monday, August 27th, the Delaware Supreme Court upheld a $2 billion judgment in the lawsuit stemming from Southern Copper Corp.’s 2005 acquisition of mining company Minera Mexico from its controlling stockholder Grupo Mexico.

Ronald A. Brown, Jr. of Prickett, Jones & Elliot, P.A., who graduated cum laude from Widener Law in 1990, argued the case on behalf of shareholders in the Chancery Court and again on appeal before the Delaware Supreme Court. Brown, who is also a member of the newly formed Alumni Advisory Board of Widener Law’s Institute of Delaware Corporate & Business Law, worked alongside fellow Prickett, Jones & Elliott, P.A. attorney Marcus E. Montejo, a 2006 Widener Law graduate, and Lee Rudy of Kessler Topaz Meltzer & Check, LLP on behalf of Southern Copper shareholders.

While at Widener Law, Brown served as Articles Editor for the Delaware Journal of Corporate Law. He was also a Wolcott Fellow, serving the Honorable Andrew G. T. Moore, II of the Delaware Supreme Court in 1989-90. Montejo served as Managing Editor for the Delaware Journal of Corporate Law and was a Wolcott Fellow for the Honorable Myron T. Steele, Chief Justice of the Delaware Supreme Court.

The decision upholds the Chancery Court’s ruling that Grupo Mexico and the directors of Southern Copper, then known as Southern Peru, caused Southern Copper to pay an excessively high price for Grupo Mexico's 99 percent interest in Minera Mexico. The ruling also affirmed the $304 million in attorneys' fee approved by the Court of Chancery for the lawyers representing the shareholders who brought the case.

“The Supreme Court's opinion, while long, methodical, and heavily factual, reinforces the views previously expressed in Chancellor Strine's post-trial opinion,” says Ruby R. Vale Professor of Corporate and Business Law and Institute of Delaware Corporate & Business Law Director Lawrence A. Hamermesh, “that (a) in negotiating or evaluating a transaction proposed by a controlling stockholder, a special committee has to engage in its task as if it were responding to a proposal made at arm's length, and not have its independence compromised in a way that favors the controlling stockholder, and (b) the most important factor in determining an appropriate fee award in representative shareholder litigation is the benefit obtained for the corporation or its shareholders.”

“None of this is new law, but the opinion reminds us that the size of the claim involved doesn't change the operative legal framework,” Hamermesh concludes.

“We are proud of Mr. Brown's and Mr. Montejo's professional successes. This extraordinary, landmark decision must be a highlight of their careers thus far. We are always pleased to see Widener Alumni blazing a trail in law,” says Widener Law Dean Linda L. Ammons.