Court of Chancery rejects Plaintiffs’ claims that directors engaged in “affirmative lawbreaking for profit”, finding alleged “trifling or technical” violations are ones “over which reasonable minds can differ.”
Court...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
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 conflicted transactions involving a potential controller may still be considered under the deferential business judgment rule, rather than entire fairness, if the evidence does not establish the...more
Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness.
Court...more
5/19/2023
/ Breach of Duty ,
Delaware ,
Enforcement ,
Fiduciary Duty ,
Good Faith ,
Investment Funds ,
New Guidance ,
Recapitalization ,
Shareholders ,
Waivers ,
Written Consent
Corporate officers owe the same fiduciary duty of oversight as directors.
Just as with directors, officers fulfill their oversight duty by acting in good faith....more
1/30/2023
/ Breach of Duty ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Delaware ,
Directors ,
Duty of Care ,
Duty of Loyalty ,
Duty of Oversight ,
Fiduciary Duty ,
Good Faith
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller.
A special committee will likely satisfy the duty of care...more
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more
11/2/2022
/ Bad Faith ,
Breach of Duty ,
Burden of Proof ,
Delaware ,
Derivatives ,
Disclosure Requirements ,
Due Diligence ,
En Banc Review ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Minority Shareholders ,
Mortgage-Backed Securities ,
Regulation FD ,
Risk Assessment ,
Securities Exchange Act ,
Securities Litigation