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
2004), and expressly overruled Gentile and its carve-out from Tooley. Reversing, the Delaware Supreme Court reaffirmed the "classic" test for distinguishing stockholder "derivative" claims from "direct" claims established in Tooley v. Donaldson, Lufkin & Jenrette, Inc., 2d 1031 (Del.
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