Securities,
Mergers & Acquisitions,
Corporate
Jun. 1, 2017
Fiduciary vs contractual obligations
A recent holding provides guidance to boards of directors weighing fiduciary obligations against contractual obligations.
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.
Morgan McCombe
Associate
Rutan & Tucker LLP
611 Anton Blvd Fl 14
Costa Mesa , California 92626
Email: mmccombe@rutan.com
Morgan focuses his practice on transactional matters involving emerging and mid-market companies in the areas of California and Delaware corporate laws. He is an associate in the Orange County office of Rutan & Tucker, LLP.
TRANSACTIONS WITH BOIRON
In The Frederick HSU Living Trust v. ODN Holding Corporation, the Delaware Court of Chancery dismissed a claim for unlawful redemptions and declined to dismissed claims of breach of fiduciary duty against ODN's directors and controlling stockholder.
In 2008, Oak Hill Capital Partners invested $150 million in ODN on terms that gave Oak Hill the right to redeem its preferred stock after five years followin...
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