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
Court of Chancery rejects Plaintiffs’ claims that directors engaged in “affirmative lawbreaking for profit”, finding alleged “trifling or technical” violations are ones “over which reasonable minds can differ.”
Court...more
The Court of Chancery continues its consideration of whether a director or officer’s oversight duties, set forth in the seminal case of In re Caremark International Inc. Derivative Litigation and its progeny, apply to...more