Foley & Lardner LLP partner Nicholas O’Keefe offered insight on recent amendments to Delaware corporation law in Agenda, a Financial Times publication.
In the article, “Stockholders Get ‘Unprecedented’ Power over Boards in Delaware Amendments,” O’Keefe said that as a result of the amendments addressing the Moelis decision, Delaware law now permitted the expanded use of stockholder agreements, but minority shareholders could challenge the agreements on fiduciary duty grounds.
He noted this could lead to a reliance on “fiduciary out language so that directors can back out of … agreements if their fiduciary duties are implicated.”
(Subscription required)
