News & Analysis as of

Controlling Stockholders Voting Powers

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

Jones Day

Controlling Stockholder Exercising Voting Power as Stockholder to "Change the Status Quo" Owes Fiduciary Duties

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The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more

Jenner & Block

Client Alert: Delaware Court of Chancery Defines Controlling Stockholder Fiduciary Duties: In Re Sears Hometown and Outlet Stores,...

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When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer...more

Dechert LLP

Delaware Court of Chancery Identifies Fiduciary Duties and Standard of Review for Controlling Stockholder

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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

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds Absence of Controlling Stockholder Does Not Eliminate Possibility for Adequately Pled Corporate...

On July 26, 2018, Vice Chancellor Glasscock of the Delaware Court of Chancery denied in part and granted in part Defendants’ motion to dismiss in Sciabacucchi v. Charter Communications Corporation et al....more

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