Jacey Gottlieb

Hogan Lovells

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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

Court of Chancery rules that supermajority voting provision did not apply to conversion

In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a company’s conversion pursuant to Section 266 of the Delaware General Corporation Law (DGCL) did not require a supermajority vote because that...more

5/27/2025 / Board of Directors , Business Entities , Business Litigation , Conversion , Corporate Conversions , Corporate Governance , Delaware General Corporation Law , Mergers , Shareholder Litigation , Shareholders

No breach of fiduciary duty where directors approved merger that stripped common stock of its value

In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more

4/24/2025 / Acquisitions , Board of Directors , Business Litigation , Delaware General Corporation Law , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholders

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