Brian Massengill

Mayer Brown

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Delaware Law Alert: A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder...

In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more

4/15/2025 / Acquisitions , Board of Directors , Conflicts of Interest , Controlling Stockholders , Corporate Officers , Delaware General Corporation Law , Fiduciary Duty , Mergers , Safe Harbors , Shareholder Litigation

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

3/26/2024 / Board of Directors , Controlling Stockholders , Corporate Entities , Corporate Governance , Delaware General Corporation Law , Shareholder Litigation , Shareholders , Shareholders' Agreements

Delaware Court of Chancery Allows deSPAC Litigation to Proceed Applying “Entire Fairness” Standard

On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for...more

1/10/2022 / Breach of Duty , Business Plans , Capital Raising , Entire Fairness Standard , Fiduciary Duty , Initial Public Offering (IPO) , Shareholder Litigation , Special Purpose Acquisition Companies (SPACs)

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