News & Analysis as of

Business Litigation Controlling Stockholders

Mayer Brown

In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

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In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more

Jones Day

Match.com's Divorce: Delaware Supreme Court Decides Standard of Review for Controlling Stockholder Transactions

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The Situation: When the Delaware Supreme Court decided Kahn v. M&F Worldwide Corp. (MFW) in 2014 (88 A.3d 635 (Del. 2014)), it provided a pathway for business judgment review for "freeze-out" merger transactions involving...more

Dechert LLP

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential...

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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

Troutman Pepper

Delaware Court of Chancery Clarifies Fiduciary Limitations on Controlling Stockholder's Exercise of Voting Power

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In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more

McDermott Will & Emery

Delaware Court of Chancery Upholds Identity-Based Voting Within Single Class of Stock

McDermott Will & Emery on

A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more

Dechert LLP

Delaware Court of Chancery Finds Tesla’s Acquisition of SolarCity “Entirely Fair”

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The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an...more

Cadwalader, Wickersham & Taft LLP

Corwin Cleansing Denied Again: Delaware Court of Chancery Green Lights Claims Alleging Loyalty Breaches Tainting Company Sales...

On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q4 2018

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This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions. ...more

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q3 2018

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This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions. ...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds Elon Musk May Be Controlling Stockholder of Tesla Motors

On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more

Farrell Fritz, P.C.

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

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What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Hogan Lovells

Delaware Chancery Court Extends Application of MFW Standard to Conflicted Stock Issuances

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In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more

Morris James LLP

The Court of Chancery Examines Indemnification Requirements

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This officer indemnification case arises out of one of the more sordid tales to appear in a Court of Chancery opinion and a later Delaware Supreme Court affirmance. This opinion, however, focuses on the less titillating but...more

Morris James LLP

Supreme Court Chips Away at Concept of Direct And Derivative Claims

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Just in time for Christmas, on December 20, 2016, the Delaware Supreme Court issued a Christmas present – or lump of coal, depending on your view – in its opinion in El Paso Pipeline GP Company LLC v. Brinckerhoff. In this...more

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