Tyler O'Connell on Business Judgment Rule

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

Delaware Supreme Court Applies Business Judgment Rule, Dismisses Stockholder Claims Arising from TripAdvisor’s Nevada...

On an interlocutory appeal from a decision denying a motion to dismiss, the Delaware Supreme Court reversed, holding that stockholder challenges to TripAdvisor’s decision to reincorporate in Nevada were governed by the...more

6/25/2025 / Appeals , Board of Directors , Business Judgment Rule , Corporate Governance , Delaware , Fiduciary Duty , Mergers , Motion to Dismiss , Publicly-Traded Companies , Shareholder Litigation

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

Entire Fairness Standard Applies Where Controller Has Substantive Discussions with Minority Stockholders before Agreeing to MFW...

In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) - This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a...more

8/26/2020 / Breach of Duty , Business Judgment Rule , Controlling Stockholders , Entire Fairness Standard , Fiduciary Duty , Mergers , Standard of Review

Belated Use of Special Committee and Uninformed Stockholder Vote Undermine Bid for Business Judgment Review of Going-Private...

The Court of Chancery’s recent decision in Salladay v. Lev, 2020 WL 954032 (Del. Ch. Feb. 27, 2020) denied the director-defendants’ attempt to invoke procedural safeguards – a special committee and independent stockholder...more

3/19/2020 / Business Judgment Rule , Mergers , Motion to Dismiss , Shareholders

Chancery Sustains Claims Against Board Chairman who Rolled Over Equity in Going-Private Transaction and Officers Who Crafted...

Morrison v. Berry, C.A. No. 12808-VCG (Del. Ch. Dec. 31, 2019). Plaintiff, a former stockholder of The Fresh Market, Inc. (the “Company”), brought claims arising out Apollo’s 2016 acquisition of the Company....more

1/29/2020 / Board of Directors , Breach of Duty , Business Judgment Rule , Fiduciary Duty , Mergers , Shareholders

Chancery Makes Post-Trial Award of $22K in Damages for $5.3 Million Fiduciary Breach Claim, and Orders an Accounting for...

Avande Inc. v. Evans, C.A. No. 2018-0203-AGB (Del. Ch. Aug. 13, 2019). A director of a Delaware corporation who stands on both sides of a challenged transaction must prove the entire fairness of the transaction. ...more

9/5/2019 / Breach of Duty , Business Judgment Rule , Entire Fairness Standard , Fiduciary Duty , Self-Interest

Delaware Supreme Court Rejects MFW Defense Because of Delay in Safeguards

Olenik v. Lodzinksi, No. 392, 2018 (Del. Apr. 5, 2019). Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), deferential business judgment review governs mergers between a controlling stockholder and the controlled...more

4/11/2019 / Appeals , Board of Directors , Breach of Duty , Business Judgment Rule , Controlling Stockholders , DE Supreme Court , Entire Fairness Standard , Fiduciary Duty , Mergers , Standard of Review

High Court Again Denies 'Corwin' Deference Due to Material Omissions Concerning Sale Process

Earlier this year, the Delaware Supreme Court held that Corwin deference was not warranted where a recommendation statement to stockholders disclosed that a founder and board chairman abstained from recommending in favor of...more

7/19/2018 / Books & Records , Business Judgment Rule , Corwin Doctrine , Fiduciary Duty , Mergers , Section 220 Request , Shareholder Litigation

Tyler O'Connell

Morris James LLP

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