In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more
On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
2/7/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Independent Directors ,
Shareholder Litigation ,
Tesla
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
3/8/2023
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Congressional Investigations & Hearings ,
Corporate Counsel ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Equal Employment Opportunity Commission (EEOC) ,
Fiduciary Duty ,
Fraudulent Inducement ,
Internal Investigations ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more
1/31/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation