Chancery's Sears Ruling Clarifies Stockholder Duties

By Christopher Chuff and Taylor Bartholomew (February 2, 2024, 1:27 PM EST) -- In a landmark decision,[1] the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes actions to block a board of directors' desired course of action — such as by removing directors or enacting a bylaw requiring a unanimous vote for board action....

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