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Court Of Chancery Reviews Corporate Opportunity Doctrine Where Derivative Claim Eliminated By Merger

Posted In Fiduciary Duty

In Re Riverstone National Inc. Stockholder Litigation, C.A. 9796-VCG (July 28, 2016)

This is an excellent explanation of the corporate opportunity doctrine’s four elements, under which directors may be liable for taking a business opportunity that: (1) the corporation is financially able to take for itself; (2) is within its line of business; (3) would have been of interest to the corporation; and (4) presents a conflict of interest to the directors.

The decision is also of interest because it clarifies when a merger does not extinguish a claim against the directors that was material to them and was released in the merger.



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