Simpson Thacher Attorneys Author Article on Delaware Supreme Court Ruling That Refines Standards for Reviewing Board Action
07.31.23
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Partners Jonathan Youngwood, Craig Waldman, Stephen Blake and Peter Kazanoff authored an article titled, “Reviewing Board Action Interfering With Director Elections or Stockholder Voting Rights in Control,” which was published by the Harvard Law School Forum on Corporate Governance. The article discusses a recent Delaware Supreme Court ruling that affirmed a Chancery Court decision, which has refined the standard for reviewing stockholder challenges to board action that interferes with director elections or stockholder voting rights in control contests. The article provides context on how the decision in Coster v. UIP Cos. sought to reconcile prior standards for considering these types of board actions, and offers insights on how the Delaware Supreme Court affirmed the establishment of a unified standard to use when considering the nature of the threat to the board and whether the board’s response was reasonable.
To read the full article, please click here.