fiduciary-duty

Subscribe to fiduciary-duty via RSS

Several recent articles by corporate law scholars and a jurist (who also deserves to be called a scholar) are worth highlighting. Professor Stephen Bainbridge, often cited in Delaware court decisions and a friend of this blog, and Vice Chancellor Travis Laster, have authored recent articles that should be of interest to those who follow Delaware…

In a masterpiece of contract interpretation and statutory analysis, the Delaware Court of Chancery recently reconciled juxtaposed provisions in the Delaware General Corporation Law and a Certificate of Incorporation to allow a reincorporation of a Delaware company in Nevada with a majority vote—as compared to requiring a supermajority vote. Gunderson v. The Trade Desk, Inc…

A recent Delaware Court of Chancery opinion addressed the not infrequent situation where a distressed company is sold or merged but only the preferred stockholders receive consideration—and the common stockholders receive nothing. In Jacobs v. Akademos, Inc., Del. Ch., C.A. No. 2021-0346-JTL (Del. Ch. Oct. 30, 2024), a scholarly work of art, the…

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article

The Delaware Court of Chancery recently reconsidered most of its earlier dismissal of an investor challenge to IAC/InterActive Corp’s spinoff of its Match.com internet dating subsidiary after the state high court ruled that dual-position Match/IAC…

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.  

The Delaware Court of Chancery, citing the milestone Corwin decision, recently dismissed a suit by Anaplan Inc. shareholders who claimed post-merger pact equity grants for some officers and directors cheated them out of $400…

A recent Delaware Court of Chancery opinion explains several principles of Delaware law useful for corporate and commercial litigators alike. In ETC Northeast Field Services, LLC v. Muse, C.A. No. 2023-0249-MTZ (Del. Ch. May 31, 2024), the Vice Chancellor determined that laches prevented breach of fiduciary duty claims because to allow the claims would…

I often defer to the professoriate for scholarly reviews of lengthy Chancery decisions.  Professor Ann Lipton provides a review of the Caremark analysis in a recent 100-plus page Chancery decision that discussed a conflicted controller transaction with a problematic special committee.  The case is Firefighters’ Pension System v. Foundation Building Materials, C.A. No. 2022-0466-JTL…