Delaware judges and lawmakers are taking steps at the highest levels to make the controlling-stockholder analysis clearer and more predictable.

First, in a Jan. 21 opinion, the Delaware Supreme Court brought a close to the long-running stockholder litigation over Oracle's 2016 purchase of NetSuite Inc.[1] The decision provides instruction for how significant minority stockholders can behave generally and, in specific transactions, avoid being deemed a "controlling stockholder," which under Delaware law saddles the stockholder with the fiduciary duties of care and loyalty and affects how courts evaluate corporate decision-making.

Baker Botts partners John Lawrence and Travis Wofford as well as senior associate Zachary Stone share their thoughts in this article posted by Law360.

For a complete copy of this article, please click the title link below. 

How Del. Supreme Court, Legislature Have Clarified 'Control'

[1] https://courts.delaware.gov/Opinions/Download.aspx?id=374260