The Bank of New York Mellon Trust Company, N.a., as Trustee, Defendant Below, Appellant v. Liberty Media…

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment declaring that Liberty Media’s proposed Capital Splitoff would not violate the Indenture’s Successor Obligor Provision. The court held that transactions may be aggregated only when they form part of an overall plan of piecemeal liquidation or a scheme to dispose of substantially all assets, and found that Liberty’s prior transactions were discrete, context-specific business decisions rather than components of such a plan.