Justice Karen Valihura, Delaware Supreme Court.Delaware Supreme Court, Reversing Chancery, Lowers Review Standard for TripAdvisor Move to Nevada
In a case that could presage a stance that is more deferential to corporate directors, the high court found the business judgment rule provided the correct standard of review.
February 05, 2025 at 03:11 PM
3 minute read
The Delaware Supreme Court has determined TripAdvisor shareholders' case challenging the company's reincorporation in Nevada is too speculative for entire fairness review, reversing a February 2024 Court of Chancery decision that allowed the case to proceed.
The opinion by Justice Karen Valihura, published Wednesday, establishes that regardless of how corporate liability differs between the two states and how those differences may affect shareholder litigation rights, Delaware courts need to defer to boards' business judgment if the litigation that could be impacted is hypothetical.
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