Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis
Important recent Delaware developments on the issue of the facial validity of governance rights granted by corporations in stockholders agreements have included (i) the issuance by the Court of Chancery of three major decisions (all by Vice Chancellor Laster)—West Palm Beach Firefighters Pension Fund v. Moelis (Feb. 23, 2024); Wagner v. BRP Group (May 28, 2024); and Seavitt v. […]
Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is a Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven Steinman, Maxwell Yim, and Adam B. Cohen, and is part of the Delaware law series; links to other posts in the series are available here.
Important recent Delaware developments on the issue of the facial validity of governance rights granted by corporations in stockholders agreements have included (i) the issuance by the Court of Chancery of three major decisions (all by Vice Chancellor Laster)—West Palm Beach Firefighters Pension Fund v. Moelis (Feb. 23, 2024); Wagner v. BRP Group (May 28, 2024); and Seavitt v. N-Able, Inc. (July 25, 2024); and (ii) the enactment by the Delaware legislature of amendments to the Delaware General Corporation Law, which became effective August 1, 2024 (the “Amendments”).
