Delaware Chancery Court Addresses Insider Trading Claims Under Brophy

This post continues our prior discussion of Vice Chancellor Laster’s motion to dismiss denial in Goldstein v. Denner.  “Part II” of that decision focuses on interesting – and rarely addressed – matters relating to Delaware law insider trading claims pursuant to Brophy v. Cities Service Co, 70 A.2d 5 (Del. Ch. 1949).


Delaware Chancery Court Examines Independence of Board Members Nominated by Activist Investors

A recent Court of Chancery decision may signal increased scrutiny of the independence of directors repeatedly placed on boards by activist investors.

On May 26, 2022, Vice Chancellor Laster issued the first installment of a two-part decision denying the motions to dismiss filed in Goldstein v. Denner. The litigation is grounded in the decision made by the board of directors of Bioverativ, Inc. (the “Company”) to merge with Sanofi S.A (“Sanofi”). (more…)