Controlling stockholders owe fiduciary duties to other stockholders that minority stockholders do not. A holder of over 50% of a corporation’s voting power is clearly a controlling stockholder. As a consequence, transactions...more
In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more
12/17/2024
/ Appeals ,
Arbitrary and Capricious ,
Board of Directors ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Dissenting Opinions ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Vacated
In today’s difficult economic environment, many companies—including those in the portfolios of private equity and venture capital funds—are struggling financially. For some, a transaction in which a private equity sponsor or...more
The coronavirus (COVID-19) outbreak and its possible impacts on corporations highlight the importance of the board of directors’ oversight function in times of crisis. Faced with a crisis, a board must consider both the...more
The immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance. Many of...more
In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more
9/12/2017
/ Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
Controlling Stockholders ,
Dismissals ,
Entire Fairness Standard ,
Mergers ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Third-Party Relationships
The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more
9/8/2015
/ Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Dole Food ,
Fiduciary Duty ,
Fraud ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholders ,
Stocks ,
Young Lawyers
In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more
When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more
On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more