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My Brother’s Keeper: When Do Minority Stockholders Risk Being Considered “Controllers” of a Delaware Corporation?

Recent Delaware cases have clarified that minority stockholders merely rolling over shares alongside an independent and unrelated controlling stockholder do not form a control group in most cases—the controlling stockholder...more

Officers’ Duty to Obey Board of Directors’ Instructions Overrides Duty to Provide Information

Citing duty to obey the board’s lawful instructions, the Seventh Circuit rejects breach of fiduciary duty claims under Indiana law against bankrupt bank holding company’s former officers. Corporate officers of a distressed...more

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