Neil Steiner

Feb 9, 2024 | jdsupra.com | Michael Darby |Rick Horvath |Neil Steiner

Key Takeaways The Court of Chancery confirms that a controlling stockholder exercising stockholder-level voting powers to change the status quo owes limited fiduciary duties not to harm the corporation and its stockholders intentionally, knowingly or by taking grossly negligent actions. Unlike a director, a controlling stockholder exercising its voting power is not obligated to take affirmative steps to promote the corporation’s best interests.