News & Analysis as of

Controlling Stockholders

Morris James LLP

Chancery Upholds Claims Against Controller’s Family Member

Morris James LLP on

In re Straight Path Communications Inc. Consol. Stockholder Litig., C.A. No. 2017-0486-SG (Del. Ch. Feb. 17, 2022) - This summary judgment decision arose out of a transaction involving the company Straight Path....more

Morris James LLP

The Parable of the Tesla and SolarCity Deal

Morris James LLP on

The Delaware Court of Chancery’s April 27 Tesla Motors opinion likens some decisions to “parables”—stories that illustrate important lessons. In the words of presiding Vice Chancellor Joseph R. Slights III, the story of Tesla...more

Barnea Jaffa Lande & Co.

Corporate Governance Rules for Public Companies without Controlling Shareholder

Dominant shareholders, holding alone or in concert more than 50% of the voting power in public companies, have traditionally characterized the Israeli capital market. Consequently, Israeli corporate governance rules for...more

Goodwin

Delaware Chancery Court Clears Musk of Breach of Fiduciary Duty Claim

Goodwin on

On April 27, 2022, the Delaware Court of Chancery in In re Tesla Motors Stockholder Litigation rendered a post-trial verdict finding for Elon Musk, co-founder and CEO of Tesla Motors, Inc., on claims that Musk breached his...more

Dechert LLP

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

Dechert LLP on

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

Morris James LLP

Chancery Dismisses All Claims in Stockholder Challenge to Cash-Out Merger Transaction

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Harcum v. Lovoi, C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022) - In Harcum, the Delaware Court of Chancery dismissed all claims brought in a stockholder suit alleging fiduciary breaches in connection with the $1 billion...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Addresses Derivative Standing and Failure of Oversight Claims Under Delaware Law

In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more

Faegre Drinker Biddle & Reath LLP

The Corporate Guide: Avoiding Enhanced Scrutiny of Transactions Involving Controlling Stockholders

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

Shearman & Sterling LLP

Delaware Court Of Chancery Holds That Company And Its Directors Did Not Breach Bylaws Or Fiduciary Duties In Rejecting Director...

On February 14, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery entered judgment in favor of Lee Enterprises, Inc. (the “Company”) and its directors following an expedited trial on claims for breach of...more

Morris James LLP

Chancery Sustains Claims for Controlling Stockholders’ Breach of Fiduciary Duties, But Dismisses Claim to Void Transaction under...

Morris James LLP on

Knott Partners L.P. v. Telepathy Labs, Inc., C.A. No. 2021-0583-SG (Del. Ch. Nov. 23, 2021) - To seek corporate records under section 220 of the DGCL, the plaintiff must demonstrate that it is a stockholder. Generally, a...more

Shearman & Sterling LLP

Delaware Court Of Chancery Finds That Consent To Merger In Stockholders Agreement Did Not Waive Right To Bring Post-Closing...

On February 14, 2022, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss a post-closing damages action for breaches of fiduciary duty brought by former stockholders of Authentix...more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Significant Amendments to Reporting Rules for Stockholder Beneficial Ownership of More Than 5 Percent

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These...more

Patterson Belknap Webb & Tyler LLP

Delaware Court Holds that SPAC Sponsor’s “Founder Shares” Created a Conflict of Interest with Public Stockholders

In 2021, there were 613 initial public offerings (“IPOs”) of Special Purpose Acquisition Companies (“SPACs”), after 248 SPACs went public in 2020 and 59 in 2019. Prior to 2021, there had not been more than 500 IPOs of any...more

Shearman & Sterling LLP

Delaware Court Of Chancery Finds Transfer Restrictions On Stock Issued In Connection With A De-SPAC Merger Inapplicable To A...

On January 10, 2022, Vice Chancellor Lori W. Will held that shares of defendant Matterport Inc. (“New Company”) issued to plaintiff in connection with the acquisition of Matterport Operating, LLC (“Legacy Company”) by a...more

Latham & Watkins LLP

Delaware Court Applies Entire Fairness Standard to MultiPlan de-SPAC

Latham & Watkins LLP on

The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis. On January 3,...more

Shearman & Sterling LLP

Delaware Court Of Chancery Dismisses Derivative Claims Challenging Stock Sale Allegedly Based On Adverse Nonpublic Information For...

On December 15, 2021, Vice Chancellor Lori W. Will of the Delaware Court of Chancery dismissed stockholder derivative claims for breaches of fiduciary duty asserted on behalf The Kraft Heinz Company (the “Company”) against an...more

Shearman & Sterling LLP

Delaware Court Of Chancery Sustains Class Action Claims For Breaches Of Fiduciary Duties And Aiding And Abetting Arising From...

On January 3, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery largely denied a motion to dismiss a putative class action brought by the stockholders of Churchill Capital Corp. III, a special purpose...more

Quinn Emanuel Urquhart & Sullivan, LLP

Securities & Structured Finance Litigation Update – December 2021

Litigating Shareholder Actions After MFW and Dell - Controlling shareholders (“controllers”) who engage in self-interested transactions can be held liable for breaches of fiduciary duties owed to minority shareholders. ...more

Allen Matkins

Inspection When The Subsidiary Is A Limited Liability Company

Allen Matkins on

Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's...more

Fenwick & West LLP

SEC Adopts News Rules for Proxy Voting in Contested Elections

Fenwick & West LLP on

On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more

Hogan Lovells

Q3 2021 Quarterly Corporate / M&A decisions updates

Hogan Lovells on

Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. The...more

Mintz

SEC Rule Change to Clear Path for Investors on Corporate Boards

Mintz on

The proxy rule changes coming into effect after the coming proxy season are thought to have the effect (possibly intended) of making it easier for activists to place their candidates on Boards of Directors. It is thought...more

Shearman & Sterling LLP

Delaware Court Of Chancery Declines To Dismiss Derivative Claims, Finding Wrongful Refusal Of Demand Adequately Pleaded

Shearman & Sterling LLP on

On October 29, 2021, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to dismiss derivative claims for breach of fiduciary duties brought by stockholders of BioDelivery Sciences International,...more

Wiley Rein LLP

Delaware Federal Court Clarifies No Coverage Available for Director and Officer Sued in Capacity as Controlling Stockholder

Wiley Rein LLP on

The United States District Court for the District of Delaware, applying Delaware law, has held that, because coverage was not available under a directors and officers liability policy for a claim against a director and...more

Morris James LLP

Chancery Rejects Inadequate Disclosure Contentions and Grants Corwin Dismissal

Morris James LLP on

Kihm v. Mott, C.A. No. 2020-0938-MTZ (Del. Ch. Aug. 31, 2021) - Under the Corwin doctrine, a fully informed and uncoerced approval of a board decision by the corporation’s disinterested stockholders can downgrade an...more

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Updated: Dec 28, 2021:

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Updates to This Policy

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