By Morris James LLP on December 17, 2014
Authored By Edward M. McNally
This article was originally published in the
Delaware Business Court Insider | December 17, 2014
A recent decision by the Delaware Court of Chancery may have plowed fresh ground by establishing a new tort claim against corporate directors.
Lee v. Pincus, C.A. No. 8458-CB (Del. Ch. Nov. 14, 2014), held that directors who released themselves from a lockup agreement gained a benefit that was not shared with stockholders and may be liable to those stockholders as a result. This "improper benefit" claim is at least novel, if not entirely unprecedented. Corporate directors need to understand the implication of this decision.
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