This article explores recent cases applying the Delaware Supreme Court's ruling in Gentile v. Rossette, the 2006 decision holding that a stockholder could bring a direct (rather than derivative) overpayment claim against a controlling stockholder when the controller engages in a conflicted transaction that extracts economic and voting power from the minority. In recent years, these cases have consistently narrowed Gentile and the continued possibility of post-merger stockholder lawsuits. Author and Litigation partner Jonathan Rotenberg says that, moving forward, the Delaware courts will likely seek to curtail Gentile even further, possibly resulting in the Delaware Supreme Court overruling Gentile itself.
Read "The Rapid Demise of Gentile Picks Up (Even More) Speed" in its entirety.
New York
