Samuel Bashman

Morris James LLP

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Latest Posts › Corporate Governance

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Chancery Holds Plaintiff Failed to Allege Stockholder Vote was not Fully Informed Notwithstanding Investigation and Resignation of...

Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more

8/22/2025 / Board of Directors , Business Judgment Rule , Corporate Governance , Delaware , Disclosure Requirements , Fiduciary Duty , Mergers , Shareholder Litigation , Shareholder Votes

Court of Chancery Holds that Stockholder is Not a Controller When Plaintiff Fails to Allege Specific Facts Regarding its Alleged...

Turnbull v. Klein, C.A. No. 2023-1125-BWD (Del. Ch. Jan. 31, 2025) - One way a plaintiff can rebut the business judgment rule is by pleading a conflicted controller transaction....more

6/10/2025 / Business Judgment Rule , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Mergers , Motion to Dismiss , Shareholder Litigation , Shareholders

Court of Chancery Finds in Favor of Defendants on All Remaining Claims After Remand

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more

3/21/2025 / Appeals , Breach of Contract , Business Litigation , Corporate Governance , DE Supreme Court , Disclosure Requirements , Fiduciary Duty , Limited Partnership Agreements

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