Tag: Director Indemnification

Chancery Court Denies Dismissal of Breach of Fiduciary Duty Claims after Concluding that Stockholder Vote was Not Informed

By: David Forney and Rachel P. Worth

In In re Tangoe, Inc. Stockholders Litigation, C.A. No. 2017-0650-JRS (Del. Ch. Nov. 20, 2018), the Delaware Court of Chancery denied the director defendants’ motion to dismiss the stockholder plaintiffs’ claim for breach of fiduciary duties on the basis that the stockholder vote approving the transaction was not informed and the defendants were therefore not entitled to business judgment rule deference at the pleading stage. The Court also found that the plaintiffs had adequately pled a breach of the fiduciary duty of loyalty against each of the director defendants, which would not be covered by the exculpatory clause in the company’s certificate of incorporation.

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Chancery Court Reaffirms Liberal Interpretation of Mandatory Indemnification Statute, Grants Summary Judgment in Favor of Former CFO

By:  Megan Wotherspoon and Tami Mack

In Horne v. OptimisCorp, C.A. No. 12268-VCS (Del. Ch. March 3, 2017) the Chancery Court granted plaintiff William Horne’s motion for summary judgment, holding that his demand for indemnification of fees and costs he incurred in connection with the successful defense of a case brought by defendant OptimisCorp against him and others were reasonable on their face.   The Court granted summary judgment in favor of a plaintiff, awarding in excess of $1 million in litigation fees and expenses incurred in the underlying action and in connection with the prosecution of the indemnification action, and interest on such amounts.

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