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Court of Chancery Grants Rare Motion to Dismiss Suit Governed by Entire Fairness Standard

The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more

Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

In Short - The Situation: Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. ...more

Delaware Redemption Actions—A New Frontier in SPAC Litigation?

The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more

Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more

Chancery Court Requires Entire Fairness Review of Tesla CEO Compensation

The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties....more

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