Christopher Chuff

Troutman Pepper

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Delaware Supreme Court Confirms Dual MFW Protections Are Needed Outside of the Freeze-Out Merger Context for Application of...

In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court held that the dual procedural protections announced in the seminal case of Kahn v. M & F Worldwide Corp. (MFW) are required in order to shift the...more

4/9/2024 / Business Judgment Rule , Controlling Stockholders , DE Supreme Court , Delaware General Corporation Law , Derivative Suit , Entire Fairness Standard , Freeze-Out Mergers , Safe Harbors , Standard of Review

Ninth Circuit En Banc Panel Doubles Down: Maintains Enforceability of Delaware Exclusive Forum Provision Foreclosing Stockholder's...

This June, the Ninth Circuit sitting en banc reheard argument in Lee v. Fisher — a case in which a three-judge panel of the court affirmed the enforceability of an exclusive forum provision contained in a Delaware...more

7/27/2023 / Delaware , Delaware General Corporation Law , Derivative Suit , Derivatives , En Banc Review , Securities Exchange Act of 1934

Non-Delaware PE Firms Should Be Aware of Potential Jurisdictional Hook

In In re Pilgrim’s Pride Corporation Derivative Litigation, the Delaware Court of Chancery held that a foreign controlling stockholder impliedly consented to personal jurisdiction in Delaware because the controller’s...more

4/26/2019 / Bylaws , Controlling Stockholders , Derivative Suit , Derivatives , Designer Professionals' Liability , Personal Jurisdiction , Portfolio Companies , Private Equity Firms , Shareholder Litigation , Venue

When a Minority Stockholder May Be Deemed a Controller

In just the past three months, the Delaware Court of Chancery has issued four opinions (In re KKR Financial Holdings LLC Shareholder Litigation, Consol. C.A. No. 9210-CB; In re Crimson Exploration Stockholder Litigation, C.A....more

1/9/2015 / Board of Directors , Controlling Stockholders , Derivative Suit , Energy Sector , Minority Shareholders , Shareholder Litigation , Shareholders

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