Delaware Ruling Emphasizes High Bar to Pleading a Control Group

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.