Developments on Delaware’s Entire Fairness Doctrine

During the last year there have been no fewer than three post-trial decisions issued by the Delaware Court of Chancery deciding cases under the entire fairness standard.  One of those decisions generated a lengthy Supreme Court opinion; one a summary affirmance; and the third is not yet final for purposes of appeal.  What are the implications of these decisions for entire fairness cases going forward?  What are their implications for counselors working with controlled company boards or committees?

The panelists included:

• Bill Savitt, a partner and co-chair of the litigation department at Wachtell Lipton Rosen & Katz
• Joel Fleming, a partner at Block & Leviton in Boston who primarily represents investors and pension funds in governance litigation
• Da Lin, Professor at the University of Richmond who has published empirical work on controllers’ behavior relating to transactions

The panel was moderated by Greg Varallo, head of the Delaware office of Bernstein Litowitz Berger & Grossmann, a plaintiff’s side firm based in New York. 

2023-09-05 Amicus Brief of Academics in Support of Appellants (ours)

2023-09-07 Corrected Amicus Brief of Professor Charles Elson (B&L)

2023-09-07 Corrected Amicus Brief of Alpha Venture Cap Mgmt (Labaton)

2023-09-23 Supplemental Reply Brief of IAC Defendants

Lin_Beyond Beholden