Eugene Choi

Sheppard Mullin Richter & Hampton LLP

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Delaware Court of Chancery Holds that Officers of a Delaware Corporation Are Subject to Fiduciary Duty of Oversight

In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more

2/8/2023 / Board of Directors , Breach of Duty , Corporate Culture , Corporate Officers , DE Supreme Court , Delaware , Duty of Care , Duty of Oversight , Fiduciary Duty , Shareholder Litigation

Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy

In In re GGP Stockholder Litigation, 2022 WL 2815820 (Del. July 19, 2022), an M&A transaction split the merger consideration into two parts: an oversized pre-closing dividend totaling over $9 billion, followed by a nominal...more

8/15/2022 / Appraisal Rights , Board of Directors , C-Suite Executives , DE Supreme Court , Delaware General Corporation Law , Disclosure , Mergers , Remedies , Reversal , Shareholder Litigation

Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions

\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more

12/30/2021 / Acquisitions , Business Litigation , Buyers , Corporate Counsel , DE Supreme Court , Dismissals , Mergers , Purchase Agreement , Sellers

Delaware Supreme Court Adopts New Three-Prong Test for Demand Futility

In United Food & Commercial Workers Union & Participating Food Industry Employers Tri-State Pension Fund v. Zuckerberg, No. 404, 2020, — A.3d –, 2021 WL 3433261 (Del. Sept. 23, 2021), the Delaware Supreme Court adopted a new...more

10/12/2021 / Board of Directors , Change of Control , Corporate Governance , DE Supreme Court , Demand Futility , Shareholder Litigation

Delaware Supreme Court Affirms the Use of Stockholders Agreements to Waive Appraisal Rights

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021), the Delaware Supreme Court issued an important opinion affirming the use of stockholders agreements by and among...more

9/29/2021 / Appraisal , Appraisal Rights , Bylaws , Corporate Counsel , DE Supreme Court , Delaware General Corporation Law , Section 262 , Shareholder Litigation , Stockholder Agreements

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