Fiduciary Duty, Revlon

Insights: The Delaware Edition - June 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/12/2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Court Finds Mindbody CEO Liable Under Revlon and That Buyer Aided and Abetted Disclosure Violations

Skadden, Arps, Slate, Meagher & Flom LLP on 6/12/2023

In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more

Revlon Liability Resurrected: Undisclosed Conflicts Lead to Sizable Damages

McGuireWoods LLP on 3/30/2023

In a rare finding of Revlon liability, the Delaware Court of Chancery recently sided with the plaintiffs and awarded damages post-trial in In re Mindbody, Inc., Stockholder Litigation, C.A. No. 2019-0442-KSJM....more

Delaware Court Imposes Price Bump Damages for Revlon Sales Process and Disclosure Violations

Paul Hastings LLP on 3/27/2023

On March 15, 2023, Chancellor McCormick of the Court of Chancery in Delaware issued a post-trial opinion in a stockholder class action imposing liability upon a founder and CEO (“CEO”) for breaching Revlon sales process...more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

McCarter & English, LLP on 11/11/2016

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

"Delaware Supreme Court Reaffirms Important Protections for Corporate Directors"

Skadden, Arps, Slate, Meagher & Flom LLP on 10/23/2015

A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more

Financial Advisory Update

McDermott Will & Emery on 12/12/2013

Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers. A number of recent cases highlight the increasing risks for financial advisors and the lawyers who represent them. Financial...more

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