Director Independence: Interplay Between Delaware Law and Exchange Rules

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2013-10-07


Editor's Note: The following post comes to us from Jay P. Lefkowitz, senior litigation partner and member of the Global Management Executive Committee at Kirkland & Ellis LLP, and is based on a Kirkland publication by Mr. Lefkowitz, Andrew B. Clubok, Yosef J. Riemer, and Matthew Solum. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

The MFW decision that was issued earlier this year by the Chancellor of the Delaware Chancery Court has been the subject of much discussion with respect to transactions involving controlling shareholders. [1] But the decision also addressed another important topic: the interplay between the exchange rules and Delaware law with respect to director independence. MFW seemed to align the Delaware law test for director independence with the specific, detailed independence requirements in the exchange rules, but Delaware decisions since MFW continue to reflect highly fact-intensive inquiries that look beyond the bright-line exchange rules. Accordingly, it is important to consider both the exchange rules and the latest guidance from Delaware courts when assessing director independence.

Click here to read the complete post...


From feeds: Aggregation Hub ยป The Harvard Law School Forum on Corporate Governance and Financial Regulation


mergers & acquisitions practitioner publications kirkland & ellis boards of directors court cases board independence delaware cases delaware law yosef riemer controlling shareholders andrew clubok jay lefkowitz matthew solum


Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation,

Date tagged:

10/07/2013, 14:40

Date published:

10/07/2013, 09:17