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Felix S. Lee Fenwick & West LLP

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Delaware Supreme Court confirms officers' fiduciary duties and refines the application of the common law doctrine of shareholder ratification *

USA - February 18 2009
The Delaware Supreme Court's recent decision in Gantler vs. Stephens (Del. January 27, 2009) – where the Court issued a rare reversal of a Court of Chancery decision – contains several noteworthy holdings on core corporate governance principles, including "entire fairness" review of a breach of fiduciary duty claim, the fiduciary duties of corporate officers, and the applicability of the common law doctrine of shareholder ratification to corporate transactions.

Co-authors: Lynda M. Twomey, Kevin P. Muck, Douglas N. Cogen.