Fiduciary Duty, Minority Shareholders, Corporate Counsel

The Delaware Legislature Proposes Sweeping Amendments to the DGCL

Katten Muchin Rosenman LLP on 2/27/2025

On February 17, 2025, a bipartisan group of legislators seeking to “promote clarity and balance in Delaware’s corporate law” introduced Senate Bill 21 (the “Bill”) to amend the Delaware General Corporation Law (“DGCL”). If...more

Minority Owners May Be Able to Obtain Privileged Company Documents in Ownership Disputes

ArentFox Schiff on 4/28/2023

When corporate management requests or obtains legal advice from corporate counsel, management expects those communications to be protected from disclosure by the attorney-client privilege, and usually they are. But there are...more

Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent

Fenwick & West LLP on 9/24/2021

On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more

Top Ten Business Divorce Cases of 2018

Farrell Fritz, P.C. on 12/31/2018

I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases. This year’s list includes four important appellate decisions, including one likely to stand as a landmark...more

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

Cadwalader, Wickersham & Taft LLP on 2/12/2018

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on 9/9/2015

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

M&A Update: Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out...

Cadwalader, Wickersham & Taft LLP on 8/31/2015

In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more

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