Corporate
Nov. 17, 2015
Facebook decision reinforces importance of corporate formalities
A recent Delaware case dealt with whether a disinterested, controlling stockholder's ratification of a board action can lower the standard of review.
Marc Boiron
Associate
Rutan & Tucker LLP
Email: mboiron@rutan.com
Marc focuses his practice on transactional matters involving emerging and mid-market companies in the areas of California and Delaware corporate laws.
TRANSACTIONS WITH BOIRON
Last month in Espinoza v. Zuckerberg, the Delaware Court of Chancery addressed the formalities required under the General Corporation Law of the state of Delaware (DGCL) in connection with a controlling stockholder's action taken outside of a stockholders' meeting. The issue, a matter of first impression in Delaware, was whether a disinterested, controlling stockholder's ratification of a transaction approved by...
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