Simpson Thacher Discusses Significant Delaware Supreme Court Decisions of 2018

Board Was Required to Disclose the Chairman’s Reasons for Abstaining From a Board Vote on the Sale of the Company

On February 20, 2018, the Delaware Supreme Court reversed dismissal of a shareholder action alleging that the board of directors failed to disclose the reasons why the chairman of the board, who was also the company’s founder, abstained from a board vote on the sale of the company. Appel v. Berkman, 180 A.3d 1055 (Del. 2018) (Strine, C. J.). The court rejected defendants’ contention that “the reasons for a dissenting or abstaining board member’s vote can never be material.” … Read more