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Voting Rights Board of Directors Controlling Stockholders

Allen Matkins

Is Pareto Optimality The Answer For Controlling Stockholder Transactions?

Allen Matkins on

Yesterday's post concerned the Delaware Supreme Court's decision that the business judgment rule applied to TripAdvisor's decision to reincorporate in Nevada.  Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025).  This...more

Troutman Pepper Locke

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

Troutman Pepper Locke on

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

Gray Reed

Compelling Justification Required when Interfering with Stockholder Voting Rights

Gray Reed on

The Coster v. UIP Companies, Inc. decision provides a framework for evaluating stockholder disenfranchisement claims.  Directors should carefully consider how, and under what conditions, they will take actions that dilute...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

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