One of the major developments in corporate law over the last generation has been the resurgence of shareholder power. Shareholders were once largely passive, prevented by the small size of their holdings from having much of an impact on corporate management. But of late, management has been described as “embattled,” constantly challenged by new kinds
When a corporation is acquired for cash in a merger, Delaware, the corporate home of many public companies, generally provides stockholders with appraisal rights. Appraisal allows dissenting stockholders who comply with the requirements set forth in Section 262 of the Delaware General Corporation Law to seek a judicial determination of the “fair value” of their
Directors of Delaware corporations can now prohibit the corporation’s stockholders from suing them anywhere except Delaware. This is the long-awaited result of a June 25, 2013 decision in Boilermakers Local 154 Retirement Fund, et al., v. Chevron Corp., et al. , C.A. No. 7220-CS (June 25, 2013, Del. Ch.). In Boilermakers, the Delaware Court of