Search Team

Search by Last Name
A
B
C
D
E
F
G
H
I
J
K
L
M
N
O
P
Q
R
S
T
U
V
W
X
Y
Z

Client Alerts

Fish & Richardson Client Alert: Gantler v. Stephens

March 24, 2009

Client Alerts

Fish & Richardson Client Alert: Gantler v. Stephens

March 24, 2009

Back to News Listing















Delaware Supreme Court Finds Complaint Alleged Director Conflict Sufficient to Rebut Business Judgment Rule and Limits Application of Shareholder Ratification Doctrine

On January 27, 2009, the Delaware Supreme Court issued its opinion in Gantler v. Stephens, No. 132, 2008, 2009 WL 188828 (Del. 2009) reversing the Court of Chancery’s dismissal of all claims brought by shareholders against corporate directors for their rejection of certain bids in favor of privatization. This decision (1) emphasizes that if a complaint sufficiently alleges that a board is conflicted with regard to a decision, the business judgment rule does not apply and a plaintiff may survive a Rule 12(b)(6) motion to dismiss; (2) holds that officers have the same fiduciary duties as directors; (3) explains why a disclosure regarding “careful deliberations” may be materially misleading at the motion to dismiss stage; and (4) clarifies that a decision by a conflicted board may be ratified by a subsequent shareholder vote if shareholder approval is not statutorily required and the shareholders are fully informed. For more information, please contact Cathy L. Reese, a principal in the Delaware office of Fish & Richardson P.C. and head of its Corporate and Chancery Litigation practice or Brian M. Rostocki or Charles B. Vincent, Associates in the Delaware office of Fish & Richardson P.C.

To read this alert, please click here.


© Copyright 2009 Fish & Richardson P.C. These materials may be considered advertising for legal services under the laws and rules of professional conduct of the jurisdictions in which we practice. The material contained in this newsletter has been gathered by the lawyers at Fish & Richardson P.C. for informational purposes only and is not intended to be legal advice. Transmission is not intended to create and receipt does not establish an attorney-client relationship. Legal advice of any nature should be sought from legal counsel. For more information about Fish & Richardson P.C. and our practices, please visit www.fr.com.

Stay current with Fish Sign up for our Newsletter