News & Analysis as of October 19, 2024

Controlling Stockholders

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A repository for the most well-read content on JD Supra at any given time, along with occasional roundups of popular content by specific topic. Also stop by for monthly recaps of hot articles for the previous... more +

Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller

Cadwalader, Wickersham & Taft LLP on 8/15/2024

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

Skadden, Arps, Slate, Meagher & Flom LLP on 6/25/2024

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Chancery Court Requires Entire Fairness Review of Tesla CEO Compensation

Jones Day on 11/8/2019

The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties. ...more

2018 Delaware Corporate Law and Litigation Year In Review

Wilson Sonsini Goodrich & Rosati on 1/18/2019

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Delaware Chancery Court Finds Elon Musk May Be Controlling Stockholder of Tesla Motors

Cadwalader, Wickersham & Taft LLP on 4/16/2018

On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more

"Activist Investing in Europe: A Special Report (September 2016)"

Skadden, Arps, Slate, Meagher & Flom LLP on 10/19/2016

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

Financial Services Quarterly Report - Second Quarter 2016: What Fund Investors Should Know About US Bank Control Rules

Dechert LLP on 7/5/2016

Many private equity, hedge and mutual funds constantly have to confront the complex control rules that may impact even the smallest of investments in banks or bank holding companies (BHCs). The issue may be as simple as...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on 9/9/2015

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

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