A recent Delaware Court of Chancery decision is noteworthy for several key principles applied to a set of facts that involve company counsel using corporate machinery and corporate funds to join with a faction of the board to oust a board member. Dalby v. Kastner, C.A. No. 2025-0136-NAC (Del. Ch. Aug. 29, 2025), is
Chancery Orders Re-Opening of Nomination Window For Equitable Reasons
By Francis Pileggi on
Posted in Court of Chancery Updates
This article was written by Rae Ra, a corporate litigation associate in the Delaware office of Lewis Brisbois.
In Vejseli v. Duffy, 2025 WL 1452842 (Del. Ch. May 21, 2025), the Court of Chancery held that Ionic’s directors breached their fiduciary duties by adopting a board reduction resolution in the face of a proxy…
Chancery Finds Duty of Disclosure in Proxy Statement Not Breached
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides a concise summary of the fiduciary duty of disclosure in the context of a proxy statement. In Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch., June 12, 2024), the court rejected the claim that the proxy statement should have included a reference to reports that students…
New Delaware Statute Allowing Proxy Access Pursuant to Bylaw Provision
By Francis Pileggi on
Posted in Court of Chancery Updates
Professor Lisa Fairfax on The Conglomerate blog here, provides a helpful overview of the new Delaware statute, here, Section 112, effective August 1, 2009, regarding allowance (not requirement) pursuant to a bylaw provision, of shareholder-nominated candidates for director to be included in proxy statements. The good professor’s entire blog entry follows:
On Friday, Delaware’s governor signed legislation…