Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation.
Court holds that certificate provision requiring...more
The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
5/14/2024
/ Appeals ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Incorporation ,
Interlocutory Orders ,
Motion to Dismiss ,
Shareholder Litigation
Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions.
Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more
The Delaware Supreme Court affirms the Court of Chancery’s determination that Tesla’s acquisition of SolarCity was the result of fair dealing, reflected a fair price, and was entirely fair—even when the process was...more
In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in...more
10/24/2018
/ Appeals ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
DE Supreme Court ,
Due Diligence ,
Mergers ,
MFW ,
Minority Shareholders ,
Reaffirmation ,
Take-Private Transactions