Fiduciary Duty, Right of Redemption

Delaware Court of Chancery Holds That the Exercise of a Midstream-Adopted Call Right Was Invalid

Troutman Pepper Locke on 8/26/2025

In Ban v. Manheim, the Delaware Court of Chancery held that the exercise of a call right against a stockholder of a Delaware corporation was invalid under Section 202 of the Delaware General Corporation Law (DGCL) because the...more

At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold

Farrell Fritz, P.C. on 7/24/2023

MiniCorp has five shareholders, all of whom are employees. Each shareholder’s employment agreement states that they are an at-will employee of MiniCorp, and the shareholders agreement provides that when a shareholder’s...more

In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

Skadden, Arps, Slate, Meagher & Flom LLP on 1/31/2023

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January...more

Delaware Redemption Actions—A New Frontier in SPAC Litigation?

Jones Day on 1/12/2022

The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more

Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce

Farrell Fritz, P.C. on 5/31/2017

Venture capital funds routinely negotiate for a right of redemption – the right to require the company to buy out their shares after a certain period of time if an exit has not occurred – as a key element of their exit...more

Fiduciary Duty › Right of Redemption

Delaware Court of Chancery Holds That the Exercise of a Midstream-Adopted Call Right Was Invalid

At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold

In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

Delaware Redemption Actions—A New Frontier in SPAC Litigation?

Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce

"My best business intelligence, in one easy email…"