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Showing 18 posts in fiduciary duties.

Court of Chancery Explains Tolling Law In Fiduciary Duty Case

By Albert J. Carroll on August 26, 2016
Posted In Fiduciary Duty

AM General Holdings LLC v. The Renco Group, C.A. 7639-VCS (August 22, 2016)

In addition to explaining the seldom-used doctrines of mutual, running accounts and continuing wrongs as exceptions to the running of the statute of limitations, this decision is important for its review of when a claim of breach of duty may be tolled. A plaintiff cannot simply stand by without using means available to her to monitor her investment and then claim her case was tolled.  While it is still possible to show a claim was inherently unknowable or that the plaintiff justifiably relied on a fiduciary to not seek information, the more sophisticated the plaintiff the less those exceptions to the running of the statute of limitations will apply.

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Court Of Chancery Dismisses Merger Litigation Under The Corwin Doctrine

By Albert J. Carroll on August 24, 2016
Posted In Fiduciary Duty

City of Miami General Employees and Sanitation Employees Retirement Trust v. Comstock, C.A. 9980-CB (August 24, 2016), affirmed March 23, 2017

This decision applies the Corwin doctrine to dismiss a suit attacking a merger that received stockholder approval. It explains that approval by a fully-informed, uncoerced majority of disinterested and independent stockholders invokes the business judgment rule standard of review – leaving waste as the only grounds to attack the transaction. Interestingly, the decision still examined whether the plaintiffs had alleged a basis for entire fairness review.  Here, those allegations concerned whether a majority of the directors were either self-interested in the transaction or were manipulated by improper conduct.

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Court Of Chancery Explains When Disclosures Required Absent A Stockholder Vote

By Albert J. Carroll on February 8, 2016
Posted In Fiduciary Duty

Doppelt v. Windstream Holdings Inc., C.A. 10629-VCN (February 5, 2016)

This is an interesting decision for two reasons. First, it explains when directors might have a duty to cause the company to make disclosures to the stockholders about transactions that do not require the stockholders’ vote.  Briefly, when a transaction not requiring a stockholders vote is so related to a transaction requiring their vote that the two matters are tied together, then the stockholders are entitled to be fully informed about both matters. More ›

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