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2007

Corporation

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Delaware Court of Chancery Invalidates Common Provisions in Stockholder Agreements

Cleary M&A and Corporate Governance Watch

MARCH 4, 2024

With a stroke of the pen, the Delaware Court of Chancery invalidated commonplace provisions in scores of stockholder agreements relating to public corporations and likely many more relating to private corporations. In West Palm Beach Firefighters’ Pension Fund v. Moelis & Company (“Moelis”) [1] , Vice Chancellor J.

Corporation

Corporation IPO Government IT

Delaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of Board Actions, Even Where Conflicts Exist

Cooley M&A

APRIL 13, 2022

Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations: Business judgment deference (rational basis). 1] And so the same may be said of the compelling justification standard in corporate jurisprudence. Applicable to all stockholders.

Corporation

Corporation IPO Mergers IT

Delaware Court of Chancery Invalidates Common Provisions in Stockholder Agreements

Delaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of Board Actions, Even Where Conflicts Exist

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