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 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