Harvard Law School Forum on Corporate Governance
Court of Chancery Issues Rare Pre-Discovery Dismissal of Entire Fairness Claim
May 4, 2025
Summary
This article highlights an instance where an entire fairness claim was dismissed at the pleading stage, offering valuable insight into how Delaware courts analyze controlling stockholder status, board alignment, and economic fairness in conflicted transactions. It provides practical guidance on the standards and reasoning that can lead to early dismissal of even the most rigorously reviewed fiduciary duty claims.
Authors:
Deepa A. Chari, Ian M. Ross
Contacts
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