Delaware Chancery’s Moelis II Decision Provides Cautionary Tale for Boards and Activists
Harvard Corporate Governance
MARCH 20, 2024
Moelis & Co. , 23, 2024) (“ Moelis II ”), the Delaware Court of Chancery held that a number of provisions in a Stockholder Agreement between a company and its founder were facially invalid, as they unlawfully constrained the board’s discretion in violation of DGCL § 141(a). Moelis & Co. ,
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