Franklin, VC Will concluded that a take-private involving a conflicted director and conflicted CEO did not satisfy the safe harbors of DGCL 144 and therefore could be the subject of a shareholder fiduciary claim. The case is generally interesting as one of the early interpretations of the new safe harbors, and in particular, the 144(a)(2) safe harbor, concerning the cleansing effect of a shareholder vote.
Franklin, VC Will concluded that a take-private involving a conflicted director and conflicted CEO did not satisfy the safe harbors of DGCL 144 and therefore could be the subject of a shareholder fiduciary...
I previously <a href="https://www.businesslawprofessors.com/2026/06/this-controller-regrets/" data-type="link"...
The case is generally interesting as one of the early interpretations of the new safe harbors, and in particular, the 144(a)(2) safe harbor, concerning the cleansing effect of a shareholder vote.
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Franklin, VC Will concluded that a take-private involving a conflicted director and conflicted CEO did not satisfy the safe harbors of DGCL 144 and therefore could be the subject of a shareholder fiduciary claim. The case is generally interesting as one of the early interpretations of the new safe harbors, and in particular, the 144(a)(2) safe harbor, concerning the cleansing effect of a shareholder vote. I previously <a href="https://www.businesslawprofessors.com/2026/06/this-controller-regrets/" data-type="link"...
I previously worried that the language of the statute might be read to suggest it had altered the definition of what it means for a shareholder vote to be "fully informed," i.e., that shareholders could cleanse transactions with less information than they were required to have previously.
Just some things I've been meaning to blog about. Second, this column by Sujeet Indap is a popcorn-worthy report of the trainwreck of a process employed by the Cloudflare board to evaluate a proposal to recapitalize the company in order to extend the founders' sunsetting control rights.
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