In Moelis, Vice Chancellor J. Travis Laster, writing for the Delaware Court of Chancery, ruled that certain rights granted to a founding stockholder in a stockholders' agreement were facially invalid as they impermissibly constrained the board of directors' authority. These rights included certain pre-approval requirements, board composition rights, and a committee composition right.

This client alert examines the mechanics of the cramdown round and suggests steps the board and lead investors can take to lessen the threat of legal liability from non-participating investors.

On January 30, 2024, the Delaware Court of Chancery rescinded Tesla's January 2018 grant to CEO Elon Musk of performance-based stock options with a potential $55.8 billion maximum value and a $2.6 billion grant date fair value. The lawsuit was filed derivatively against Musk, in his capacity as Tesla’s controlling shareholder and director, and against certain other Tesla directors. This Client Alert explores this critical decision.

(In Japanese) On January 30, 2024, the Delaware Court of Chancery rescinded Tesla's January 2018 grant to CEO Elon Musk of performance-based stock options with a potential $55.8 billion maximum value and a $2.6 billion grant date fair value. The lawsuit was filed derivatively against Musk, in his capacity as Tesla’s controlling shareholder and director, and against certain other Tesla directors. This Client Alert explores this critical decision.