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2007

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Delaware Court of Chancery Invalidates Common Provisions in Stockholder Agreements

Cleary M&A and Corporate Governance Watch

MARCH 4, 2024

Factual Background At the center of the case is boutique investment bank Moelis & Company and the stockholder agreement that it entered into with its eponymous founder (the “Founder”) just prior to its IPO in 2007. The case may also result in an increase in the number of companies that IPO with multiple classes of stock.

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

Inter-Tel , decided in 2007, which held that directors may “use the legal means at their disposal” to influence the stockholder voting process when working in the best interests of stockholders. Courts will examine advance notice bylaws through the lens of both contract law and equity. August 14, 2007). [3] 1, 8 (1972). [2]

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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