disclosure;loyalty;care;"duty of majority shareholder"

New Jersey Carpenters Pension Fund v. infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011), read initial opinion here and revised opinion here

Issue Addressed

Whether directors breached their duty of loyalty in connection with the sale of a company based on their domination and/or intimidation by the largest shareholder. 


This case involved

 Pfeffer v. Redstone, (Del. Supr., Jan. 23, 2009), read opinion here. We are fortunate to have a review of this recent Supreme Court decision by nationally-prominent Delaware lawyer Kevin Brady.

The Delaware Supreme Court in this decision affirmed the Chancery Court’s dismissal of claims pursuant to Rule 12(b)(6) against Sumner Redstone and others, in connection with a transaction