COURT OF CHANCERY

OF THE

STATE OF DELAWARE

KATHALEEN ST. JUDE MCCORMICK

CHANCELLOR

LEONARD L. WILLIAMS JUSTICE CENTER

500 N. KING STREET, SUITE 11400

WILMINGTON, DELAWARE 19801-3734

November 3, 2022

Kevin H. Davenport

Eric J. Juray

John G. Day

Prickett, Jones & Elliott, P.A.

1310 King Street

Wilmington, DE 19801

Aaron E. Moore

Kevin J. Connors

Marshall Dennehy Warner Coleman & 

Goggin, P.C.

1007 N. Orange Street, Suite 600

P.O. Box 8888

Wilmington, DE 19801

Re: DeAnn Totta et al. v. CCSB Financial Corp., 

C.A. No. 2021-0173-KSJM

Dear Counsel:

On May 31, 2022, I issued a post-trial memorandum opinion ruling in favor of 

Plaintiffs (the “Post-Trial Opinion”).

1

 On August 29, 2022, Plaintiffs moved for their 

attorneys’ fees and expenses in connection with this litigation.2 This letter constitutes my 

decision on that motion.

I assume the parties are familiar with the background of this case; the Post-Trial 

Opinion contained detailed findings of fact. In short, Plaintiffs sued to challenge Defendant 

CCSB Financial Corp.’s (“CCSB” or the “Company”) 2021 board election. Specifically, 

Plaintiffs disputed the incumbent CCSB board’s interpretation of a provision in CCSB’s 

1 Totta v. CCSB Fin. Corp., 2022 WL 1751741 (Del. Ch. May 31, 2022). Terms not defined 

herein shall have the same meaning set forth in the Post-Trial Opinion.

2 C.A. No. 2021-0173-KSJM, Docket (“Dkt.”) 100; see also Dkt. 107 (Opposition), Dkt. 

109 (“Reply”).
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 2 of 9

certificate of incorporation that limited stockholders’ ability to “act in concert” with one 

another to exercise more than 10% of the Company’s voting power in an election (the 

“Voting Limitation”). The incumbent board’s interpretation invalidated Plaintiffs’ votes 

for the insurgent nominees, causing the incumbent board members to win the election. In 

the Post-Trial Opinion, I found that the incumbent board’s interpretation was erroneous. 

As a result, Plaintiffs’ votes were counted, and the insurgent nominees won the 2021 

election.

3

Plaintiffs’ motion requires me to assess whether this litigation conferred a corporate 

benefit on CCSB. In general, Delaware follows the “American Rule” and requires each 

party to pay its own attorneys’ fees and expenses, regardless of the outcome.4 Over time, 

however, equitable exceptions to the American Rule have been recognized, including when 

a stockholder party obtains a “corporate benefit.”5 Specifically, attorneys’ fees and 

expenses “may be awarded to an individual shareholder whose litigation effort confers a 

benefit on the corporation, or its shareholders, notwithstanding the absence of a class or 

3 Dkt. 92.

4 See Montgomery Cellular Hldg. Co., Inc. v. Dobler, 880 A.2d 206, 227 (Del. 2005) 

(“Delaware follows the ‘American Rule,’ whereby a prevailing party is generally expected 

to pay its own attorney’s fees and costs.”).

5 See EMAK Worldwide, Inc. v. Kurz, 50 A.3d 429, 433 (Del. 2012) (“We have affirmed 

awards for many kinds of non-monetary benefits, including causing a defendant to abandon 

a going-private transaction; making corrective disclosures in proxy materials; returning 

voting rights to common shareholders; and cancelling a preferred stock issue to a 

controlling shareholder that, allegedly, was not entirely fair.”).
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 3 of 9

derivative component.”6 Under the corporate benefit doctrine, a plaintiff is eligible to 

recover attorneys’ fees where “(1) the suit was meritorious when filed; (2) the action 

producing benefit to the corporation was taken by the defendants before a judicial 

resolution was achieved; and (3) the resulting corporate benefit was causally related to the 

lawsuit.”7 The doctrine often justifies fee-shifting “when an action brought pursuant to 8 

Del. C. § 225 achieves a benefit for the corporation.”8 

Plaintiffs argue that this litigation has conferred substantial benefits on CCSB’s

stockholders in three respects. First, they obtained an order declaring that the insurgent

candidates won the 2021 election and must be seated, thereby vindicating “sacrosanct” 

stockholder voting rights.9 Second, the Post-Trial Opinion established a uniform 

interpretation and application of the Voting Limitation moving forward, preventing future

manipulation of its terms and weaponization against stockholders. Third, the Post-Trial 

Opinion declared that the incumbent board’s sole justification to exclude dissident votes in 

elections was invalid and void as a matter of law under Blasius. 

CCSB counters that Plaintiffs obtained a purely personal benefit. Because the other 

non-party stockholders had their votes counted pro rata at the 2021 election, CCSB argues, 

the litigation and resulting Post-Trial Opinion only benefitted Plaintiffs by rectifying the 

6 Tandycrafts, Inc. v. Initio P’rs, 562 A.2d 1162, 1163 (Del. 1989).

7 Hollywood Firefighters’ Pension Fund v. Malone, 2021 WL 5179219, at *6 (Del. Ch. 

Nov. 8, 2021). 

8 Keyser v. Curtis, 2012 WL 3115453, at *19 (Del. Ch. July 31, 2012).

9 EMAK, 50 A.3d at 433.
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 4 of 9

loss of Plaintiffs’ own voting power. CCSB also contends that Plaintiffs obtained a 

primarily personal benefit from advancing their affiliate David Johnson’s quest to “take 

control” of CCSB.10

Delaware courts have rejected the notion that obtaining any personal benefit 

disqualifies a plaintiff from fee shifting.

11

 Every litigant has some self-interested 

motivation; the relevant inquiry is whether the benefit is so purely personal as to render an 

award of attorneys’ fees inequitable.12

Keyser v. Curtis, CCSB’s primary support, provides a useful guidepost. In Keyser, 

the plaintiffs brought a § 225 action to challenge the results of a board election.13 The 

outcome depended on whether the plaintiffs’ written consent to replace the incumbent 

directors with themselves had been nullified by a Series B preferred share issuance. 

Although Vice Chancellor Noble found that the written consents were valid and that the 

plaintiffs now constituted the corporation’s board, he denied their motion for attorneys’ 

fees. The corporation did receive some benefit by establishing the ownership of its shares

and the invalidity of the Series B issuance. Still, the plaintiffs were the primary 

10 Opposition ¶ 4.

11 See Martin v. Harbor Diversified, Inc., 2020 WL 568971, at *4 (Del. Ch. Feb. 5, 2020) 

(“The fact that the Plaintiff had a personal motive in bringing the litigation is not fatal to a 

request for fees under the corporate benefit doctrine.”). 

12 See id. (“[I]t would be inequitable to grant fees to the Plaintiff where it is clear that the 

corporate benefit was a mere externality to the Plaintiff’s ultimate goal of achieving a 

buyout of his interest.”).

13 2012 WL 3115453 (Del. Ch. July 31, 2012).
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 5 of 9

beneficiaries: they thereafter controlled the Board and likely constituted a new control 

group of their own. This substitution of one control group for another was “hardly a 

thrilling victory from the point of view of the [] stockholders who are not [the plaintiffs’] 

allies.”14 

I do not view the benefit conferred in this case so narrowly. While in a strict sense 

the Post-Trial Opinion only affected Plaintiffs’ votes, the judgment fortifies the Company’s 

stockholder franchise generally. By bringing this litigation, Plaintiffs vindicated not only 

their own votes, but also the majority vote of the unaffiliated stockholders who properly 

elected the insurgent nominees. The result obtained by this litigation prevents future 

stockholders from being similarly harmed by an erroneous application of the Voting 

Limitation. Plaintiffs’ success in this case confers a substantial benefit on CCSB by 

retroactively correcting the incumbent board’s interpretation of the Voting Limitation and, 

in effect, proactively setting the interpretation for future elections.15 The corporation is 

better off for a rectified election process. On balance, Plaintiffs’ claims conferred a greater 

common relief than that achieved in Keyser.

CCSB also argues that its good-faith interpretation of the Voting Limitation weighs

against fee-shifting. Although bad faith can result in fee shifting,

16 good faith does not 

14 Id. at *19.

15 See EMAK, 50 A.3d at 433 (“Shareholder voting rights are sacrosanct. The fundamental 

governance right possessed by shareholders is the ability to vote for the directors the 

shareholder wants to oversee the firm.”).

16 Martin, 2020 WL 568971, at *4.
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 6 of 9

immunize one from fee shifting. To be sure, equitable considerations generally play a role

in considering a plaintiff’s personal benefit from litigation,

17 but these concerns do not 

make a fee award inequitable in this case.

The next step is to analyze the reasonableness of the proposed award. In such a 

Sugarland analysis, the court considers the following factors: “1) the results achieved; 2) 

the time and effort of counsel; 3) the relative complexities of the litigation; 4) any 

contingency factor; and 5) the standing and ability of counsel involved.”18 The most 

important of these factors is the first, i.e., the benefit to the corporation achieved by the 

stockholder’s action.19

Plaintiffs argue that the substantial benefits conferred on CCSB justify their 

requested $385,415.09 in fees and expenses. As discussed above, I agree. The other 

Sugarland factors also support this award: the case involved the interpretation of an 

unusual voting provision; the litigation required contested motions for expedition and 

17 See id. at *2 (“Stockholders should not, however, be compelled to share the costs of the 

litigious effort of a fellow stockholder, where that stockholder has pursued an action in her 

own interest, . . . such forced contribution is clearly inequitable.”); Keyser, 2012 WL 

3115453, at *19 (“The Court finds that, in bringing this action, [plaintiff] was principally 

motivated by a desire to benefit himself, not a desire to benefit [the corporation]. There is 

nothing wrong with that, but it does not present the type of situation that calls out for an 

award of attorneys’ fees.”).

18 Ams. Mining Corp. v. Theriault, 51 A.3d 1213, 1254 (Del. 2012) (citing Sugarland 

Indus., Inc. v. Thomas, 420 A.2d 142, 149 (Del. 1980)).

19 Id. at 1256.
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 7 of 9

dismissal; and Plaintiff was represented by respected counsel. Thus, the Sugarland

analysis supports Plaintiffs’ requested fee award.

CCSB contends that Plaintiffs have submitted insufficiently detailed proof of the 

fees they seek, noting that “Delaware courts apply ‘rigorous scrutiny’ to fee requests to 

ensure that they are reasonable.”20

But “[d]etermining reasonableness does not require that this Court examine 

individually each time entry and disbursement.”21 And Plaintiffs submitted three affidavits 

in support of their motion. First, John G. Day’s affidavit avers to the fees and expenses 

incurred by Prickett Jones in this action, to the tune of $315,649.64.22 This represents the 

bulk of the requested fee award. Day lists the dates, invoice numbers, and fee and expense 

amounts for each Prickett Jones invoice Plaintiffs have paid, and subtracted fees billed in 

the invoices that did not directly relate to this litigation. Given that this case proceeded in 

expedited fashion with attendant document discovery, depositions, motion practice, trial 

briefing, trial, and post-trial submissions, I am satisfied that this portion of the fees is 

reasonable.

Plaintiffs also request smaller reimbursements of $35,214.55 and $27,467.50 for 

legal services rendered by Franke Schultz & Mullen, P.C. and O’Hagen Meyer, PLLC, 

20 In re Cox Radio, Inc. S’holders Litig., 2010 WL 1806616, at *20 (Del. Ch. May 6, 2010)

(quoting In re Coleman S’holders Litig., 750 A.2d 1202, 1212 (Del. Ch. 1999)).

21 Aveta Inc. v. Bengoa, 2010 WL 3221823, at *6 (Del. Ch. Aug. 13, 2010).

22 Dkt. 100, Aff. of John G. Day ¶ 6.
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 8 of 9

respectively. Having reviewed the accompanying affidavits detailing those invoice dates, 

numbers, and fee and expense amounts, I am satisfied that these are also reasonable. The 

remaining costs are $6,253.40 for deposition transcripts and $830.00 paid to CCSB for 

Park’s books and records inspection. These costs appear reasonable and customary as well.

The total amount of attorneys’ fees and expenses, $385,415.09, appears comparable 

to awards in other cases. In Full Value Partners, L.P. v. Swiss Helvetia Fund, Inc., thenChancellor Bouchard awarded attorneys’ fees of $300,000 for the plaintiff’s efforts in 

challenging a corporation’s interpretation of its bylaw and invalidation of plaintiff’s 

votes.

23

 The litigation resulted in the corporation counting the plaintiff’s votes and 

repealing the offending bylaw. The Chancellor noted that the litigation provided a 

corporate benefit both in vindicating the franchise rights of the corporation’s stockholders 

and preventing the board from weaponizing the bylaw against future nominees. Counsel’s 

efforts in that case were modest: they prepared a viable complaint and argued a motion to 

expedite but did not take any depositions or engage in document discovery. For these 

efforts, an award of $300,000 was warranted. Here, where counsel engaged in expedited 

proceedings and litigated the case through trial, an award of $385,415.09 seems altogether

reasonable.

Finally, through the motion and in the proposed form of order, Plaintiffs request that 

CCSB be ordered to reimburse their fees and expenses incurred in connection with the 

23 2018 WL 2748261, at *7–8 (Del. Ch. June 7, 2018).
C.A. No. 2021-0173-KSJM

November 3, 2022

Page 9 of 9

appeal once concluded, subject to a Court of Chancery Rule 88 affidavit. CCSB did not 

address this requested relief in briefing, which is just and appropriate. 

Plaintiffs’ motion is granted. The court will enter Plaintiffs’ proposed form of order 

contemporaneously with issuing this letter.

Sincerely,

/s/ Kathaleen St. Jude McCormick

Kathaleen St. Jude McCormick

Chancellor

cc: All counsel of record (by File & ServeXpress)