Americas Mining Corp. v. Theriault Southern Copper Corp.
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This was an appeal from a post-trial decision and final judgment of the Court of Chancery that awarded more than $2 billion in damages and more than $304 million in attorneys' fees. The Court of Chancery held that defendants-appellants, Americas Mining Corporation (AMC), subsidiary of Southern Copper Corporation's (Southern Peru) controlling shareholder, and affiliate directors of Southern Peru (collectively, Defendants), breached their fiduciary duty of loyalty to Southern Peru and its minority stockholders by causing Southern Peru to acquire the controller’s 99.15% interest in a Mexican mining company, Minera Mexico, S.A. de C.V., for much more than it was worth (i.e., at an unfair price.). Plaintiff challenged the transaction derivatively on behalf of Southern Peru. The Court of Chancery found the trial evidence established that the controlling shareholder, Grupo Mexico, S.A.B. de C.V., through AMC, "extracted a deal that was far better than market" from Southern Peru due to the ineffective operation of a special committee. To remedy the Defendants’ breaches of loyalty, the Court of Chancery awarded the difference between the value Southern Peru paid for Minera ($3.7 billion) and the amount the Court of Chancery determined Minera was worth ($2.4 billion). Defendants raised five issues on appeal. Upon review, the Supreme Court determined that all of the Defendants' arguments were without merit. Therefore, the judgment of the Court of Chancery was affirmed.
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