In a seminal decision that has already been the subject of extensive scholarly commentary within the few days since its issuance, the Delaware Supreme Court overruled its 2006 decision in the Gentile case. That decision held that some stockholder claims can be both direct and derivative. New Delaware law on this topic was announced in Brookfield Asset Management, Inc. v. Rosson [TerraForm], No. 406, 2020 (Del. Sept. 20, 2021).
I typically favor on these pages those Delaware corporate and commercial decisions that are not already the subject of extensive commentary elsewhere, with some exceptions. So many other qualified academics and practitioners have already written about this case, that I’ll defer further comment and direct readers to the abundant analysis already available elsewhere.