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The First State Defines the Scope of Majority Shareholder Fiduciary Duties

Farrel Fritz

More often than not, the centerpiece of an intra-owner business dispute is a claim that those in control of the business breached their fiduciary duties to the company or the minority owners. Sears Hometown and Sears Outlet, the Reorganization Plan. In 2012, the Company had essentially two business segments.

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Del. Chancery Clarifies Fiduciary Duties of Controllers

John Jenkins

Yesterday, Vice Chancellor Laster issued a 119-page post-trial opinion in In re Sears Hometown and Outlet Stores, Inc. The case involved a public company controlled by billionaire Eddie Lampert that was spun […] Stockholder Litigation (Del.

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Fiduciary Duties of Controller Exercising Stockholder-Level Powers to Block Board Action

Harvard Corporate Governance

In re Sears Hometown and Outlet Stores Stockholder Litigation (Jan. In re Sears Hometown and Outlet Stores Stockholder Litigation (Jan. The court held that Eddie Lampert, the controller of Sears Hometown and Outlet Stores, Inc. more…)

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Paul Weiss Discusses Delaware Chancery Ruling on Controllers’ Fiduciary Duties When Exercising Stockholder Rights

Reynolds Holding

In In re Sears Hometown and Outlet Stores, Inc. Background Sears Hometown & Outlet Stores (the “Company”) had two businesses, Hometown Stores and Outlet Stores, and was controlled by Eddie Lampert.

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Cleary Gottlieb Discusses Delaware Decision on Conversion of Company into Nevada Corporation

Reynolds Holding

On February 20, the Delaware Court of Chancery refused to enjoin the conversion of a Delaware corporation, TripAdvisor, Inc. Maffei , stockholders of TripAdvisor challenged the proposed conversion by TripAdvisor and its parent company (“Holdings”) into Nevada corporations.