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The Corporate CounselorCorporate EntitiesCorporate GovernanceFeaturesLJN Newsletters

Delaware Corporate Law and Chancery Review

By Francis G. X. Pileggi

A few recent decisions from the Delaware Court of Chancery provide practical guidance for corporate executives regarding the standard of review that the courts will apply to challenges to executive compensation decisions.

The court also explains when an agreement to vote one's shares a certain way can be problematic if there is a quid pro quo exchange for a vote. A recent decision also illuminates the requirements for valid restrictions on the transferability of stock. In addition, a recent court opinion explains that as a general rule, a minority stockholder, or the owner of a minority interest in an LLC, does not have a fiduciary duty to the entity or other stockholders.

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