APPLICATION OF MFW FRAMEWORK DEFEATS CHALLENGE TO CORPORATE CHARTER AMENDMENT FAVORING CONTROL STOCKHOLDER
Robert S. Reder & Kathryn A. Fish | 76 Vand. L. Rev. En Banc 111 (2023) | In City Pension Fund for Firefighters and Police Officers in Mi- ami v. The Trade Desk, Inc., C.A. No. 2021-0560-PAF (Del. Ch. July 29, 2022) (“The Trade Desk”), the Delaware Court of Chancery (“Chancery Court”) examined the approval process for an amendment to a corpora- tion’s certificate of incorporation. The amendment was championed by, and ultimately benefitted, the corporation’s control stockholder. As usually is the case in control stockholder-related litigation in Delaware, a key gating issue for Vice Chancellor Paul A. Fioravanti, Jr. was selection of the appropriate standard of judicial review.