Delaware Supreme Court Overrules Gentile Carve-out, Holding An Improper Transfer Of Economic Value And Voting Power To A Controlling Stockholder Through An Equity Overpayment Is A Derivative Claim
Shearman & Sterling
OCTOBER 19, 2021
The trial court found that the claims were nearly identical to corporate overpayment claims asserted by former stockholders and upheld as "direct"—rather than "derivative"—by the Delaware Supreme Court in Gentile v. 2004), and expressly overruled Gentile and its carve-out from Tooley. Rossette, 906 A.2d 2d 91 (Del.
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