The Importance of Boardroom Influence in Finding Control

, Delaware Business Court Insider

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Labels matter. Under Delaware law, few labels are more consequential than that of "controlling stockholder." Controllers, unlike other stockholders, owe fiduciary duties to their fellow stockholders, and—as the decisions in In re John Q. Hammons Hotels Shareholder Litigation,C.A. No. 758-CC (Del. Ch. Oct. 2, 2009), and, more recently, Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Apr. 5, 2013), showed—their presence in even a third-party transaction can affect the standard of review applied to such a transaction.

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