Twenty-four years ago, the Delaware Supreme Court clarified that de novo review was the appropriate standard of review for the Court of Chancery’s dismissal of a derivative case for failure to plead demand futility. Brehm v....more
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
How does Delaware law define a controlling stockholder?
Typically, a stockholder is “controlling” if the stockholder owns more than 50% of the voting power in a corporation or “exercises control over the business affairs...more
What should our board do first when served with a stockholder demand under Rule 23.1?
• Directors must determine the legal, financial and factual issues relevant to the board’s response. ...more
Why is director independence important?
A court’s conclusion of whether the majority of a company’s board is independent could affect...more
What is a books and records demand?
Under Delaware General Corporation Law Section 220, stockholders have the right to inspect corporate records. Strict compliance with the statute is mandatory....more