Publication Date: 2022-02-08
Practice Area: Corporate Governance
Industry: Investments and Investment Advisory | Manufacturing
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Kevin H. Davenport, Samuel L. Closic, Eric J. Juray, Prickett, Jones & Elliott, P.A., Wilmington, DE; Brian J. Robbins, Gregory Del Gaizo, Stephen J. Oddo, Eric M.Carrino, Robbins LLP, San Diego, CA for plaintiff.
for defendant: Bradley R. Aronstam, R. Garrett Rice, Ross Aronstam & Moritz LLP, Wilmington, DE; Geoffrey J. Ritts, Jones Day, Cleveland, OH; Marjorie P. Duffy, Jones Day, Columbus, OH; Blake Rohrbacher, Alexander M. Krischik, Andrew L. Milam, Richards, Layton & Finger, P.A., Wilmington, DE; Lawrence Portnoy, Davis Polk &Wardwell LLP, New York, NY for defendants.
Case Number: D69705
The court held that a majority of the board at the time of filing were outside directors who did not receive a material personal benefit from the challenged transaction, did not face a substantial likelihood of liability because of an exculpation provision, and did not lack independence from the controlling stockholder who was a party to the challenged transaction.