This article discusses the Delaware Court of Chancery's decision in Totta v. CCSB Financial (C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022)), which held that corporations and their boards cannot use their charter to alter the judicial standard of review or waive the duty of loyalty, and that action taken to interfere with stockholder voting rights will continue to be reviewed under the more onerous enhanced scrutiny standard.
Authors: Michael Walker, Taylor B. Bartholomew, Christopher B. Chuff, Matthew M. Greenberg, Joanna J. Cline, and Ryan Salem, Troutman Pepper Hamilton Sanders LLP
This article was originally published on the website of Troutman Pepper Hamilton Sanders LLP on July 27, 2022.
Members-only access
To access the full resource, you must be a member. Already a member? Login to unlock.
Login
Not an ACC member?
Gain access to a comprehensive collection of global resources for in-house counsel
Sign up for a 30-day trial
Region:
United States
The information in any resource collected in this virtual library should not be construed as legal advice or legal opinion on specific facts and should not be considered representative of the views of its authors, its sponsors, and/or ACC. These resources are not intended as a definitive statement on the subject addressed. Rather, they are intended to serve as a tool providing practical advice and references for the busy in-house practitioner and other readers.