Controlling Shareholder

The debate over “MFW creep” tends to distract from understanding just what protections the Delaware courts have been intending to provide in controller transactions.  Much of the commentary on the Delaware Supreme Court’s recent ruling over Match.com’s restructuring focuses on the “MFW creep” sideshow rather than the main event: the question of who the Delaware

Delaware Supreme Court Adopts Limited Practice Privilege For 2020 Bar Applicants – First State Update

When can an investor bring an action against corporate directors and officers directly – i.e., on behalf of the investor herself, rather than derivatively, i.e., on behalf of the company?  In a September 20, 2021, decision, the Delaware Supreme Court clarified a split in authority over whether corporate overpayment claims are direct or derivative