It is well known that the Delaware General Corporation Law (DGCL) provides that a majority of the voting power of all stockholders entitled to vote is required for a Delaware corporation to take certain fundamental actions,...more
Join Troutman Pepper White Collar and Litigation Partner Cal Stein for a special podcast series, discussing the legal landscape surrounding the Racketeer Influenced and Corrupt Organizations Act (RICO).
In this third...more
A recent post-trial decision from the Delaware Court of Chancery has become the latest authority in the debate over whether Delaware is or is not a “pro-sandbagging” jurisdiction. In Arwood v. AW Site Services, Vice...more
Whether a stockholder of a corporation or member of a limited liability company (LLC) is a controlling stockholder or member often has a significant impact on breach of fiduciary duty actions, including those arising out of...more
In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more
10/6/2020
/ 10b5-1 Plans ,
Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CEOs ,
Corwin Doctrine ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Private Equity Firms
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more
7/9/2020
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
DE Supreme Court ,
Disclosure Requirements ,
Fairness Standard ,
Fiduciary Duty ,
Fraud ,
Mergers ,
Shareholder Litigation ,
Standard of Review
Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and...more