Philip Babler

Philip Babler

Foley & Lardner LLP

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Palkon v. Maffei: Delaware’s Warning Shot to Controlling Stockholders Seeking to Evade Fiduciary Duties by Reincorporating

In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more

3/13/2024  /  Board of Directors , Breach of Duty , Controlling Stockholders , Dual Class Share Structures , Fiduciary Duty , Holding Companies , Injunctive Relief , Liability , Motion to Dismiss , Self-Interest

Directors See More Deference In Wis. Courts Than In Del.

Wisconsin courts continue to distinguish Wisconsin law from that of other jurisdictions, most notably Delaware. In late 2018, the dismissal of shareholder lawsuits against National Research Corp., or NRC, and its directors in...more

3/8/2019  /  Attorney's Fees , Board of Directors , Business Judgment Rule , Entire Fairness Standard , Immunity , Personal Liability , Revlon Standard , Shareholder Litigation , WI Supreme Court
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