On September 23, 2021—in United Food and Commercial Workers v. Zuckerberg—the Delaware Supreme Court endorsed a new universal three-part demand futility test. The decision will likely have far-reaching consequences, including...more
9/28/2021
/ Appeals ,
Board of Directors ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Duty of Care ,
Facebook ,
Mark Zuckerberg ,
Reclassification Rules ,
Securities Litigation ,
Shareholder Litigation
On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more
9/24/2021
/ Appeals ,
Carve Out Provisions ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Tort Claims ,
Dilution ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Shareholder Litigation
The Delaware Court of Chancery ruled today that Delaware corporations do not have the power to use charter or bylaw provisions to require that claims under the Securities Act of 1933 (1933 Act) be litigated in federal court....more
Over the past several months, plaintiffs' lawyers have stepped up attacks on executive compensation disclosures in proxy statements. Although to date most of these attacks have been unsuccessful, the number of case filings is...more