IN THE SUPREME COURT OF THE STATE OF DELAWARE

CCUR HOLDINGS, INC.,

Defendant Below,

Appellant,

v.

CRAIG SAMUELS,

Plaintiff Below,

Appellee.

§

§ 

§ No. 216, 2022

§

§ Court Below—Court of Chancery

§ of the State of Delaware

§ 

§ C.A. No. 2021-0358

§

§

§

Submitted: June 27, 2022

Decided: July 22, 2022

Before VALIHURA, VAUGHN, and TRAYNOR, Justices.

ORDER

After consideration of the notice of appeal from an interlocutory order and its 

exhibits, it appears to the Court that:

(1) The appellee, Craig Samuels, filed a class action complaint in the Court 

of Chancery against CCUR Holdings, Inc. (the “Company”) and its three directors. 

The first count of the complaint asserted that the directors breached their fiduciary 

duties in connection with a 3000:1 reverse stock split. Specifically, it alleged that 

the transaction was the result of unfair dealing by conflicted directors and that the 

$2.86 per pre-split share that the Company paid for fractional interests remaining 

after the reverse stock split was an unfair price. The second count of the complaint 

asserted that the Company violated Section 155 of the Delaware General 
2

Corporation Law by cashing out the fractional interests for less than “fair value”1

and that the Company should be ordered to pay the difference between $2.86 per 

share and the “fair value” of the cashed-out interests. 

(2) In a memorandum opinion dated May 31, 2022 (the “Opinion”),

2

the 

Court of Chancery granted the defendants’ motion to dismiss the breach of fiduciary 

duty claim. The court denied the motion to dismiss the statutory claim against the 

Company. The court rejected the defendants’ argument that Delaware law does not 

recognize a standalone, statutory cause of action against a corporation for a violation 

of Section 155(2).

3

1 Section 155 provides, in pertinent part:

A corporation may, but shall not be required to, issue fractions of a share. If it does 

not issue fractions of a share, it shall (1) arrange for the disposition of fractional 

interests by those entitled thereto, (2) pay in cash the fair value of fractions of a 

share as of the time when those entitled to receive such fractions are determined or 

(3) issue scrip or warrants in registered form (either represented by a certificate or 

uncertificated) or in bearer form (represented by a certificate) which shall entitle 

the holder to receive a full share upon the surrender of such scrip or warrants 

aggregating a full share.

8 Del. C. § 155.

2

Samuels v. CCUR Holdings, Inc., 2022 WL 1744438 (Del. Ch. May 31, 2022).

3

See id. at *12-13 (“Defendants argue that Applebaum II [Applebaum v. Avaya, Inc., 812 A.2d 

880 (Del. 2002)] and Reis [v. Hazelett Strip- Casting Corp., 28 A.3d 442 (Del. Ch. 2011)] preclude 

a stockholder from maintaining a freestanding claim asserting a violation of Section 155. That 

argument overstates the holding of those cases. Neither Applebaum II nor Reis expressly held that 

a stockholder could not assert a direct claim against a corporation for violating Section 155. . . . 

Reis and Applebaum II recognize that, although Section 155(2) does not entitle a stockholder 

challenging a payment of cash for fractional interests to a Section 262 appraisal, it does not 

foreclose a statutory claim in appropriate circumstances. Where, as here, the company pays cash 

based on a market price for a stock that is not widely traded in an end stage transaction, there may 

be reason to doubt the reasonableness of that determination. . . . Under the circumstances of this 

case, it is reasonably conceivable that the Company’s selection of a ten-day trading average of 

CCUR stock on the OTC was not fair value under Section 152(2). This is not to say that at a later 

stage of this case the Company will not be able to establish $2.86 per share as the appropriate 
3

(3) The Company asked the Court of Chancery to certify an interlocutory 

appeal from the Opinion under Supreme Court Rule 42. The Company argued that 

the Opinion decided a substantial issue of material importance—namely, whether a 

stockholder may maintain a “standalone statutory claim” against a corporation under 

Section 155(2) for the corporation’s alleged failure to pay fair value for fractional 

interests. Addressing the Rule 42(b)(iii) factors, the Company argued that (i) the 

Opinion involved a legal question of first impression;4(ii) the Opinion created “at 

least tension, if not an outright conflict,” regarding the question of law;5(iii) the 

question of law at issue relates to the construction and application of Section 155, 

which this Court should settle on an interlocutory basis;6(iv) interlocutory review 

might terminate the litigation;7and (v) interlocutory review would serve 

considerations of justice.8

(4) On June 21, 2022, the Court of Chancery denied the application for 

certification. The court determined that the Opinion had decided a substantial issue 

of material importance but concluded that the likely benefits of interlocutory review 

payment for cashed-out fractional interests. At this stage, however, giving Plaintiff the benefit of 

all reasonable inferences, the court cannot conclude that Plaintiff has failed to state a claim under

Section 155(2).” (citation to briefing omitted)).

4 DEL. SUPR. CT. R. 42(b)(iii)(A).

5 Notice of Appeal from Interlocutory Order, Exhibit 2, at 8 (citing DEL. SUPR. CT. R. 42(b)(iii)(B)

(“The decisions of the trial courts are conflicting upon the question of law . . . .”)).

6 DEL. SUPR. CT. R. 42(b)(iii)(C).

7

Id. R. 42(b)(iii)(G).

8

Id. R. 42(b)(iii)(H).
4

would not outweigh the probable costs, such that interlocutory review would be in 

the interests of justice.9 First, the court concluded that the Opinion did not involve 

a question of law resolved for the first time in this State, because “[i]t is well 

established that a stockholder may assert direct claims for violation of a statute”10

and previous decisions relating to Section 155 did not foreclose a standalone claim 

asserting a violation of Section 155(2).

11

 Second, the court disagreed with the 

Company’s contention that previous decisions are conflicting on the question of law 

at issue.12 Third, the court agreed that the question of law relates to the construction 

and application of a Delaware statute but was not persuaded that the issue should be 

settled by this Court on an interlocutory basis.13 Fourth, the Court of Chancery 

agreed with the Company that interlocutory review would terminate the litigation if 

this Court determined that a statutory claim under Section 155(2) is not cognizable.14 

Fifth, the court determined that an interlocutory appeal would not serve 

considerations of justice because the question at issue is not a frequently recurring 

one and, contrary to the Company’s argument, interlocutory review of the Court of 

Chancery’s denial of the motion to dismiss would not provide “‘guidance regarding 

9

Id. R. 42(b)(iii).

10 Notice of Appeal from Interlocutory Order, Exhibit 4, at 6.

11 Id. at 7.

12 Id. at 7-8.

13 Id. at 8.

14 Id.
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the nature of any appraisal available under Section 155’” because such guidance 

would be advisory at the motion to dismiss stage.15 Concluding that the likely 

benefits of interlocutory review did not outweigh the probable costs, the court 

declined to certify the interlocutory appeal.16

(5) We agree with the Court of Chancery that interlocutory review is not 

warranted in this case. Applications for interlocutory review are addressed to the 

sound discretion of this Court.17 In the exercise of its discretion and giving great 

weight to the trial court’s view, this Court has concluded that the application for 

interlocutory review does not meet the strict standards for certification under 

Supreme Court Rule 42(b). Exceptional circumstances that would merit 

interlocutory review of the decision of the Court of Chancery do not exist in this 

case,18 and the potential benefits of interlocutory review do not outweigh the 

inefficiency, disruption, and probable costs caused by an interlocutory appeal. We 

agree with the Court of Chancery that further proceedings in that court will enable 

the courts to fully consider the issues presented in this case.

15 Id. at 9-10 (quoting the application for certification of interlocutory appeal).

16 Id. at 11-12.

17 DEL. SUPR. CT. R. 42(d)(v).

18 Id. R. 42(b)(ii).
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NOW, THEREFORE, IT IS ORDERED that the interlocutory appeal is 

REFUSED.

BY THE COURT:

/s/ James T. Vaughn, Jr.

Justice