A corporation's contractual obligations do not trump an individual director's fiduciary duties in cases where the rights of all shareholders collectively are implicated, the Delaware Court of Chancery has ruled.
The court's opinion opened the door for a shareholder of the online game producer Zynga to pursue claims alleging that some corporate directors were permitted to avoid a lock-up restriction barring the sale of stock shortly after the initial public offering and unload their stock before it lost value.
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