Law360
Delaware Ruling Emphasizes High Bar to Pleading a Control Group
September 11, 2026
Authors
In a Law360 article, Sidley lawyers Caroline Wong and Natalie Piazza examine the Delaware Court of Chancery’s decision in Le Clair v. KnowBe4 Inc., which rejected claims that a company founder and two institutional investors formed a control group in connection with a take-private transaction. The authors discuss the court’s fact-specific analysis of what is required to establish a control group, the effect of a fully informed stockholder vote, and practical takeaways for deal planning, disclosures, and litigation involving alleged board or stockholder conflicts.
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