Bank of New York Mellon v. Commerzbank Capital Funding Trust II, No. 372, 2012 (Del. 2013)

Ross Aronstam & Moritz represented Bank of New York Mellon, as Property Trustee, in a successful appeal from the Court of Chancery 's grant of summary judgment for defendants.  The case was brought by the Property Trustee on behalf of holders of Commerzbank Trust Preferred Securities ("TruPS"), who asserted that Commerzbank's capital payments on another series of hybrid securities that had become part of Commerzbank's capital structure as the result of Commerzbank's acquisition of Dresdner Bank "pushed" payments on the TruPS at issue.  The Court of Chancery had granted summary judgment for the defendants on the grounds that the Dresdner securities were not "Parity Securities" as defined under the relevant LLC agreement.  The Delaware Supreme Court, sitting en banc, reversed, holding that (i) the Dresdner securities at issue were Parity Securities, (ii) payments on the Dresdner securities had thus "pushed" payments on the Commerzbank TruPS, and (iii) Commerzbank's efforts to restructure one series of the Dresdner securities without also elevating the Commerzbank TruPS breached a related Support Undertaking that Commerzbank had entered into, justifying an award of specific performance.