Icahn Partners, LP, et al. v. Francis deSouza, et al. and Illumina, Inc., C.A. No. 2023-1045-PAF, order (Del. Ch. Feb. 19, 2024) -
Under Delaware law, corporate directors, who bear responsibility for managing the company...more
As Kahn v. M&F Worldwide Corp. (MFW) establishes, the Business Judgment Rule must be applied to a transaction involving a controlling shareholder, if the deal is conditioned upon the approval of: (1) an independent special...more
In City Pension Fund for Firefighters and Police Officers in the City of Miami v. The Trade Desk, Inc., et al., the Delaware Court of Chancery dismissed the plaintiff’s challenge to a transaction that extended the controlling...more
What duties apply to directors?
In managing and controlling a company’s business and affairs, directors and officers of a Delaware corporation owe the simultaneous fiduciary obligations of acting with due care and loyalty...more
Why is director independence important?
A court’s conclusion of whether the majority of a company’s board is independent could affect...more
A common maxim under Delaware law is that “inequitable action does not become permissible simply because it is legally possible.” Schnell v. Christ-Craft Indus., Inc., 285 A.2d 437, 439 (Del. 1971). Consistent with that,...more
In Clifford Paper, Inc. v. WPP Investors, LLC, et al., C.A. No. 2020-0448-JRS (Del. Ch. June 1, 2021), the Delaware Court of Chancery held that plaintiff Clifford Paper, Inc.’s (“CPI”) asserted derivative (as opposed to...more
Gross v. Biogen Inc., C.A. No. 2020-0096-PAF (Del. Ch. Apr. 14, 2021).
On October 11, 2016, plaintiff Melvin Gross, served the first of four books-and-records demands on defendant Biogen Inc., under DGCL Section 220. Mr....more