Delaware Supreme Court Confirms “Potential” Control is Not Enough to Find Actual Control

Baker Botts issued a client alert around the Delaware Supreme' Court’s opinion on the long-running stockholder litigation regarding Oracle’s 2016 purchase of NetSuite.  The decision provides instruction for how significant minority stockholders can behave generally and in specific transactions to avoid being deemed a “controller,” which under Delaware law saddles the stockholder with the fiduciary duties of care and loyalty and impacts how courts evaluate corporate decision-making.  Read Baker Bott’s client alert here.