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Brophy Revisited

In <i>Kahn v. Kohlberg, Kravis, Roberts &amp; Co., L.P.</i>, the Delaware Supreme Court's broad reading of <i>Brophy</i> re-establishes the right of Delaware stockholders to sue corporate fiduciaries to disgorge profits from insider trading &mdash; regardless of harm to the corporation, and regardless of the avenues provided by federal securities laws to address insider trading claims.

27 minute readSeptember 28, 2011 at 03:56 PM
By
Robert S. Reder, David Schwartz
Roxana Azizi
Brophy Revisited

A current “hot button” issue in corporate law is the extent to which federal law can ' or should ' pre-empt state corporate law regimes. Due to its prominence as the state of incorporation for so many U.S.-domiciled corporations, Delaware has frequently found itself at the epicenter of this debate.

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