In November, John blogged about the Chancery Court’s recent decision in GB-SP Holdings LLC et al. v. Walker (Del. Ch.; 11/24). This Fried Frank M&A briefing on the case discusses the facts that caused Vice Chancellor Fioravanti to evaluate the adoption of the forbearance agreement under the entire fairness standard. He found that the directors were materially conflicted as a result […]
Duty of Loyalty: Unique Indemnification Rights Considered a Conflict