Robert Evans III

Troutman Pepper Locke

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Latest Posts › Fiduciary Duty

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Delaware Now Permits Exculpation of Corporate Officers

The Delaware General Corporation Law (§ 102(b)(7)) has been amended, effective August 1, 2022, to permit exculpation of corporate officers, but in a more limited way than the exculpation of directors that has long been...more

8/8/2022 / Breach of Duty , Corporate Officers , Delaware General Corporation Law , Fiduciary Duty

Delaware Court Addresses De-SPAC Merger Claims

In an important decision, the Delaware Court of Chancery, in In re Multiplan Corp. Stockholders Litigation, 2022 WL 24060 (Del. Ch. Jan. 3, 2022), in denying the defendants’ motion to dismiss, addressed claims against the...more

1/14/2022 / Corporate Counsel , Fiduciary Duty , Initial Public Offering (IPO) , Mergers , Special Purpose Acquisition Companies (SPACs)

Delaware Decision Reminds Directors to Oversee Public Disclosures

Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not...more

10/8/2019 / Board of Directors , Breach of Duty , Directors , Fiduciary Duty , Public Disclosure

Delaware Supreme Court Reemphasizes Importance of Deal Price in Reversing Aruba Appraisal Decision

On April 16, 2019, the Delaware Supreme Court, in a per curiam decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., reversed the Court of Chancery’s determination that the fair value of Aruba’s stock for...more

4/22/2019 / Acquisitions , Appraisal , Breach of Duty , Business Judgment Rule , DE Supreme Court , Delaware General Corporation Law , Fiduciary Duty , Mergers

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