Allison Wuertz on Entire Fairness Standard

Delaware Supreme Court applies business judgment rule in litigation claiming speculative benefits to the board

The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more

7/1/2025 / Appeals , Board of Directors , Business Judgment Rule , Business Litigation , Corporate Governance , Delaware , Entire Fairness Standard , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Supreme Court clarifies entire fairness standard for controlling stockholder transactions

In In re Match Group Deriv. Litig., the Delaware Supreme Court affirmed in part and reversed in part the lower court’s decision on the appropriate standard of review and the application of Kahn v. M & F Worldwide Corp., 88...more

6/27/2024 / Breach of Duty , Business Judgment Rule , Controlling Stockholders , Entire Fairness Standard , Fiduciary Duty

Manti v. Carlyle: Allegations of rushed private equity exit trigger entire fairness sale scrutiny - Corporate / M&A Decisions...

In Manti Holdings, LLC v. Carlyle Group Inc., C.A. No. 2020-0657-SG (Del. Ch. June 3, 2022), the Delaware Court of Chancery held that minority investor claims could proceed against a private equity firm, Carlyle, and related...more

8/29/2022 / Breach of Duty , Civil Conspiracy , Duty of Loyalty , Entire Fairness Standard , Failure To State A Claim , Fiduciary Duty , Shareholder Litigation , Unjust Enrichment

In re Cellular: AT&T breached duty to minority partners with unfair and self-interested freeze out - Corporate / M&A Decisions...

In Cellular Telephone Partnership Litigation, C.A. No. 6885-CVL, the Chancery Court held that AT&T breached its duty of loyalty to its minority partners when it enacted a Freeze-Out transaction that dissolved a cellular...more

8/29/2022 / AT&T , Breach of Duty , Duty of Loyalty , Entire Fairness Standard , Fiduciary Duty , Freeze-Out Mergers , Partnership Agreements , Unfair Pricing

In re Tesla: fair price may ameliorate procedural defects under entire fairness review - Corporate / M&A Decisions update series

Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more

8/23/2022 / Acquisitions , Board of Directors , Business Judgment Rule , Corporate Governance , Delaware General Corporation Law , Derivative Suit , Elon Musk , Entire Fairness Standard , Mergers , Popular , Shareholder Litigation , Tesla

Q1 2022 Quarterly Corporate / M&A decisions updates

Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

5/3/2022 / Acquisitions , Delaware General Corporation Law , Entire Fairness Standard , Material Adverse Effects , Merger Agreements , Mergers , Popular , Securities and Exchange Commission (SEC) , Special Purpose Acquisition Companies (SPACs)

In re MultiPlan: De-SPAC transaction warrants entire fairness review - Corporate / M&A Decisions update series

In In re MultiPlan Corp. Stockholders Litigation, C.A. No. 2021-0300-LWW, the Delaware Court of Chancery denied motions to dismiss a shareholder complaint filed against a special purpose acquisition company (SPAC), its...more

5/2/2022 / Acquisitions , Entire Fairness Standard , Failure To Disclose , Initial Public Offering (IPO) , Mergers , Shareholder Rights , Special Purpose Acquisition Companies (SPACs)

In re Tilray, Inc. Reorg. Litigation: DE court finds founding members to be control group - Corporate / M&A Decisions update...

In In re Tilray, Inc. Reorganization Litigation (C.A. No. 2020-137-KSJM (Del. Ch. June 1, 2021)), the minority shareholders of Tilray, Inc. alleged that the defendants breached their fiduciary duties by entering a...more

8/30/2021 / Breach of Duty , Demand Futility , Derivative Suit , Entire Fairness Standard , Failure To State A Claim , Fiduciary Duty , Minority Shareholders , Personal Jurisdiction , Reorganizations , Self-Dealing

Allison Wuertz

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