Key Decisions from DE's Supreme Court and Court of Chancery
A few recent decisions from the Delaware Court of Chancery provide practical guidance for corporate executives regarding the standard of review that the courts will apply to challenges to executive compensation decisions.
Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing. In light of the Delaware courts' jurisprudence post-Corwin, such claims are unlikely to succeed
Daimler's impact is seen in a growing number of decisions where courts have dismissed actions because they found that the corporate defendants' business connections to the jurisdictions were not sufficient to justify general jurisdiction.
In Solak v. Sarowitz, the Delaware Court of Chancery held that a corporate bylaw ran afoul of 8 Del. C. Section 109(b), as recently amended, where it purported to shift attorney fees and expenses to an unsuccessful stockholder that filed an internal corporate claim outside of the state of Delaware.
