Amendments were adopted to restore market practices impacted by three recent Court of Chancery decisions.
Amendments simplify the approval of a merger by a board of directors, thereby removing the potential for certain...more
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
2/22/2024
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Commercial Litigation ,
Controlling Stockholders ,
Delaware General Corporation Law ,
Elon Musk ,
Equity Compensation ,
Fiduciary Duty ,
Rescission ,
Shareholder Votes ,
Shareholders ,
Tesla
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
The past year saw significant developments in the Delaware courts for books and records inspection demands pursuant to Section 220.
In a first-of-its-kind decision, the Court rejected an inspection demand as lacking a...more
Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause;
Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;...more
7/24/2023
/ Books & Records ,
Capitalization ,
Class Action ,
Coinbase ,
Cryptocurrency ,
Delaware General Corporation Law ,
Derivative Suit ,
Disney ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Mergers ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Waivers
Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing.
A stockholder does not have a proper purpose for investigating an “ordinary...more
7/7/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Delaware ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Inspections ,
LGBTQ ,
Shareholders
Court of Chancery holds that Corwin cleansing does not apply to claims seeking to enjoin entrenching actions subject to enhanced scrutiny review under Unocal.
The Court found that Plaintiffs successfully pled facts...more