Mr Cooper Group Inc (COOP)

[eighty]

Slap on the face--

In the non-bankptcy context, a corporation has standing to bring an action
against a fiduciary who has engaged in insider trading even if the corporation canot
identify an injury that it has suffered as a result. Challenging this point, Aurelius claims
that there is no legal support for the Bankptcy Court's assertion that the Debtor here
would have had a defense to the SNH's claims outside bankptcy. (Aurelius Br. at 24).
Aurelius is flat wrong. Just this past summer, the Supreme Court of Delaware issued an
opinion reinforcing the long-standing principle that a corporation may bring a claim
(known as a Brophy claim) against its own fiduciary for insider trading. Kahn v. Kolberg
Kravis Roberts & Co., L.P., 2011 WL 2447690 (DeL. June 20, 2011). The Court held
specifically that injury to the corporation is not a prerequisite for the claim, rejecting a
position taken by a lower court in the Pfeifer decision: