10Jul
Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling makes clear, the business judgment rule can be rebutted—even if a majority of the board approving the transaction is independent, disinterested, and acts in good faith—if a single director or officer actively negotiating the transaction fails to disclose that he or she has a...
By:
Troutman Pepper
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