Delaware Supreme Court holds business judgment rule applies to decision to reincorporate a company out of Delaware made on a “clear day.”
For a non-ratable benefit to give rise to a conflict and trigger entire fairness,...more
2/19/2025
/ Board of Directors ,
Business Entities ,
Conflicts of Interest ,
Corporate Governance ,
D&O Insurance ,
DE Supreme Court ,
Delaware ,
Entire Fairness Standard ,
Fiduciary Duty ,
Liability ,
SCOTUS ,
Shareholders
Delaware Supreme Court reaffirms that “the test for actual control by a minority stockholder is not an easy one to satisfy.” Supreme Court makes clear that control by a minority stockholder is “not presumed.” Supreme Court’s...more
Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation.
Court holds that certificate provision requiring...more
The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
5/14/2024
/ Appeals ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Incorporation ,
Interlocutory Orders ,
Motion to Dismiss ,
Shareholder Litigation
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
2/22/2024
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Commercial Litigation ,
Controlling Stockholders ,
Delaware General Corporation Law ,
Elon Musk ,
Equity Compensation ,
Fiduciary Duty ,
Rescission ,
Shareholder Votes ,
Shareholders ,
Tesla
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
The past year saw significant developments in the Delaware courts for books and records inspection demands pursuant to Section 220.
In a first-of-its-kind decision, the Court rejected an inspection demand as lacking a...more
Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing.
A stockholder does not have a proper purpose for investigating an “ordinary...more
7/7/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Delaware ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Inspections ,
LGBTQ ,
Shareholders