The lesson Trados teaches us is that company directors are accountable to the common shareholder when it comes to fiduciary duty. The next step is to apply that lesson.
Plaintiffs say provisions requiring lawsuits to be brought in Delaware are unfair, shield directors
In 2003, in the case of Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003), the Delaware Supreme Court held that stockholder voting agreements “negotiated as part of a merger agreement, which guaranteed shareholder approval of the merger if put to a vote, coupled with a merger agreement...