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Vanderbilt Law Review

Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote

Posted by on Wednesday, July 13, 2016 in Delaware Corporate Law Bulletins, En Banc.

Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote

ABSTRACT

Court also explains that:

(i) Good faith reliance by corporate directors does not absolve M&A advisors from potential aiding and abetting liability; and

(ii) Scienter is the standard for establishing aiding and abetting liability.

AUTHOR

Robert S. Reder
Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011.