Adrian Broderick

Wilson Sonsini Goodrich & Rosati

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Latest Posts › Fiduciary Duty

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Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more

2/6/2025 / Board of Directors , Corporate Governance , Corporate Restructuring , Delaware , Delaware General Corporation Law , Fiduciary Duty , Shareholders

Delaware Supreme Court Eliminates Gentile Dual Natured Claims

On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more

9/24/2021 / Board of Directors , C-Suite Executives , Controlling Stockholders , Corporate Governance , Corporate Officers , DE Supreme Court , Fiduciary Duty , Shareholder Litigation

Delaware Supreme Court Enforces Waiver of Statutory Appraisal Rights

Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more

9/17/2021 / Appraisal Rights , Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Directors , Fiduciary Duty , Shareholder Litigation

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