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Shareholder Litigation Shareholders' Agreements

Mayer Brown

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

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In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

Foley Hoag LLP

Delaware Court of Chancery Invalidates Certain Rights in Stockholder Agreement Sidelining Board of Directors

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On February 23, 2024, the Court issued an opinion3 invalidating certain provisions of a stockholder agreement, which, in part, contractually constrain the Board’s discretion to exercise control over the business and affairs...more

Goodwin

“Good Faith” in Shareholders’ Agreements: What Does it Mean?

Goodwin on

Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more

Winstead PC

Shareholder Agreements Are Very Powerful In Texas: Parties Should Carefully Review Those Agreements Before Obtaining Stock In A...

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The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more

Cadwalader, Wickersham & Taft LLP

Delaware Court Leaves Ousted Executive on His Own for Legal Fees

In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more

Morris James LLP

Court of Chancery Upholds Right To Secondary Offering

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When investors bargain for the right to have their stock sold in a secondary offering after the company goes public, fiduciary duties normally do not operate to restrict that right. Hence, it is not possible to object...more

Morris James LLP

How Collateral Estoppel Can Be Your Best Friend in Stockholder Litigation

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Two recent decisions from the Delaware Court of Chancery have dusted off the venerable doctrine of collateral estoppel to dismiss stockholder claims. Of course, this issue is not new in Delaware. In 2013, the Delaware Supreme...more

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