In an opinion Thursday, the Delaware Supreme Court held that independent directors should be dismissed from shareholder derivative litigation - even over transactions presumptively subject to "entire fairness" review - unless plaintiffs adequately plead non-exculpated claims against them. Prior precedent suggested, and the lower courts in these consolidated appeals adopted, a transactional approach to the issue: If the transaction was subject to entire-fairness review, then all the directors presumptively remained in the case through discovery to summary judgment at ...
Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target's board of directors in which the shareholders assert that the board breached its fiduciary duties by failing to maximize the value of the company and disseminated proxy statements that contained inadequate disclosures. In a recent case - Dent v. Ramtron International Corp., CIV.A. 7950-VCP, 2014 WL 2931180 (Del. Ch. June 30, 2014) - the Delaware Court of Chancery dismissed such a shareholder suit, and in doing so provided a detailed explanation of the ...