of the corporation’s stock and also power to exercise managerial authority over the business and affairs of the corporation. ▪ Controlling stockholders, in their capacity as such, cannot be liable for monetary damages for breach of the duty of care, effectively overruling Chancery Court decisions on that point. Overall, according to the legislative syllabus, the intent of the amendment is to provide a “comprehensive liability exculpation scheme with respect to the fiduciary duties owed by stockholders.” ▪ Directors of public companies are presumed to be disinterested if the company’s board has determined them to be independent for stock exchange purposes, which presumption can be rebutted only by substantial and particularized facts. The amendments provide welcome clarity and may reduce the litigation exposure of a large or controlling stockholder in applicable transactions. However, many of the details of their application have yet to be tested, just as many of the details in the application of MFW had to be developed in the context of actual transactions. Also, the amendments have been challenged under Delaware’s constitution as an impermissible limit on the application of equity by the Delaware courts. The Delaware Supreme Court has heard arguments in the challenge but has not yet ruled. The amendments provide welcome clarity and may reduce the litigation exposure of a large or controlling stockholder in applicable transactions. 2025 M&A Annual Review 51
RkJQdWJsaXNoZXIy NTU5OTQ5