Brief Fact Summary.
The addendum of the case includes conduct that occurred during a deposition of a Paramount director being deposed by Delaware counsel for QVC. The court regarded the conduct as unprofessional and believed it should not be repeated.
Synopsis of Rule of Law.
The Delaware Court may use prior misconduct by an out-of-state attorney to determine whether that attorney should be admitted to the Delaware Court pro hac vice in the future.
The shareholders of Time would have suffered dilution, of course, but they would suffer the same type of dilution upon the public distribution of new stock.View Full Point of Law
Plaintiff QVC and Paramount shareholders sued Defendant Paramount in Delaware for accepting a merger agreement with Viacom, even when QVC offered a higher share price. A Defendant Paramount director was deposed by counsel for Plaintiff QVC in Texas. The director was represented personally by a Texas attorney Jamail and was also defended by Thomas from New York, counsel for Defendant Paramount. The Texas counsel Jamail did not appear anywhere else in the Delaware proceedings and was not admitted pro hac vice. During the director’s deposition Jamail abused the privilege of representing a witness in a Delaware proceeding by (1) improperly directing the witness, (2) being rude, uncivil, and vulgar, and (3) obstructing the ability of the questioner to elicit testimony. Because the director was being deposed as a Paramount witness, he should have been represented by Delaware counsel or counsel that was admitted pro hac vice. However, the court was limited in its ability to sanction the two lawyers, Jamail and Thomas because they were neither Delaware attorneys nor admitted to appear pro hac vice.
Can the Delaware Court sanction out-of-state attorneys, and if not, what other remedies are available to sanction the misconduct of out-of-state attorneys in Delaware proceedings?
No, the Delaware Court cannot sanction out-of-state attorneys not admitted pro hac vice, but it will consider the attorney’s actions if it is fair to do so if the attorney seeks to be admitted pro hac vicein another Delaware Court proceeding in the future.