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Court Of Chancery Permits Validation Of Defective Merger

Posted In M&A

The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018)

This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under Section 205 of the DGCL. Even a defective merger is possibly subject to Section 205. Second, it has a good outline of when advice of counsel is a good defense to allegations of director liability. Third, it permits a claim to go forward against corporate officers. This is a good reminder that the Delaware exculpation statute does not apply to officers.

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