Mark E. Felger, left, and Kaan Ekiner, right, of Cozen O'Connor. Courtesy photos Court of Chancery Examines Director's Personal Relationship in Dismissing Duty of Loyalty Claim
Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger.
September 06, 2023 at 09:00 AM
7 minute read
In In re Orbit/FR Shareholders Litigation, C.A. No. 2018-0340-SG, 2023 WL 371640 (Del. Ch. Jan. 24, 2023), Vice Chancellor Sam Glasscock III considered whether a personal relationship between an independent director and a conflicted director was sufficient to corrupt the independent director's loyalty in approving a cash only freeze-out merger. Although a personal relationship between a conflicted party and a fiduciary may call into question the loyalty of the fiduciary, the Vice Chancellor found that the allegations were insufficient in this case.
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