Chancery Denies Claim Arising Out of Controller's Announced Intention to Oppose a Transaction Unfavorable to His Interests | Morris James LLP
Controlling shareholders of a Delaware corporation owe fiduciaries duties, but those duties do not require controllers to sacrifice contract rights or to vote altruistically. In the Court of Chancery’s recent decision in RCS Creditor Trust v. Schorsch et al., the Court affirmed this proposition, holding that where a special committee and its review process were otherwise independent, a controlling shareholder did not breach his fiduciary duties or improperly influence the committee by sharing how he planned to vote in connection with two proposed, competing transactions. RCS Capital Corpor...
Source: jdsupra.com