Bryan Townsend

Morris James LLP

+ Follow Contact

Latest Posts › Controlling Stockholders

Share:

Chancery Dismisses Executive Compensation Action For Failure To Plead Demand Futility

Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) - A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the...more

4/25/2025 / Board of Directors , Business Litigation , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Demand Futility , Executive Compensation , Fiduciary Duty , Motion to Dismiss , Shareholder Litigation

Chancery Clarifies Controlling Stockholder Fiduciary Duties in Sears Litigation

In re Sears Hometown and Outlet Stores, Inc. S’holder Litig., C.A. No. 2019-0798-JTL (Del. Ch. Jan. 24, 2024) - Here, a special committee of the board supported a plan to liquidate the company’s floundering business...more

4/4/2024 / Board of Directors , Breach of Duty , Controlling Stockholders , Fiduciary Duty , Shareholder Litigation

Chancery Sustains Claims Against Target’s CEO, Target’s Financial Advisor, and Acquirer for Allegedly Covertly Steering Merger...

Firefighters’ Pension System of The City of Kansas City, Missouri Trust v. Presidio, Inc., C.A. No. 2019-0839-JTL (Del. Ch. Jan. 29, 2021) Presidio illustrates potential pitfalls for parties in the M&A process, including...more

2/26/2021 / Board of Directors , Breach of Duty , Business Judgment Rule , Controlling Stockholders , Duty of Loyalty , Fiduciary Duty

Chancery Declines to Apply Corwin Where a Stockholder-Plaintiff Adequately Alleged the Existence of a “Control Group”

Garfield v. BlackRock Mortgage Ventures, LLC, C.A. No. 2018-0917-KSJM (Del. Ch. Dec. 20, 2019). Under Delaware law, when a controlling stockholder benefits personally from the transaction in a manner not shared by minority...more

2/4/2020 / Breach of Duty , Controlling Stockholders , Corwin Doctrine , Fiduciary Duty , Shareholder Litigation

Chancery Finds “Constellation” of Personal and Professional Relations Between Directors and Controlling Stockholder Excuses Demand

In re BGC Partners, Inc. Derivative Litig., Consol. C.A. No. 2018-0722-AGB (Del. Ch. Sept. 30, 2019). A stockholder plaintiff seeking to bring a derivative claim on behalf of a corporation must first demand authorization...more

10/17/2019 / Board of Directors , Breach of Duty , Controlling Stockholders , Demand Futility , Derivative Suit , Fiduciary Duty , Shareholder Litigation

5 Results

View per page

Page: of 1