By Steven A. Migala
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09 Apr, 2024
In a significant ruling by the Delaware Court of Chancery, specific terms within a stockholder agreement were invalidated. Presided over by Vice Chancellor J. Travis Laster, the case of West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., No. 2023-0309-JTL (Del. Ch. Feb. 23, 2024), scrutinized the limitations imposed on the board of directors’ authority by a stockholder agreement under the Delaware General Corporation Law (“DGCL”). This decision challenges the conventional structuring of stockholder agreements involving a controlling stockholder.