On March 3, a committee of the Delaware State Bar Association (DSBA) announced revisions to Senate Bill 21 (SB 21) aimed at paring back some of the proposed protections seen as too controller-friendly....more
3/6/2025
/ Board of Directors ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Majority Shareholders ,
Minority Shareholders ,
Proposed Amendments ,
Safe Harbors ,
Shareholders ,
State Bar Associations
Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more
2/21/2025
/ Books & Records ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Liability ,
Minority Shareholders ,
Personal Liability ,
Proposed Amendments ,
Safe Harbors ,
Shareholders
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
4/9/2024
/ Business Judgment Rule ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Entire Fairness Standard ,
Freeze-Out Mergers ,
Independent Directors ,
Judicial Review ,
Mergers ,
Shareholders ,
Special Committees ,
Spinoffs ,
Standard of Review