Chancery Declines To Dismiss Claims Against Non-Independent Directors Who Voted in Favor of Special Committee-Approved Spin-Off Transaction

On April 13, 2026, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed claims for breach of fiduciary duty asserted by minority stockholders against a special committee but declined to dismiss those asserted against non-independent directors and executives in connection with a multi-step spin-off transaction.... By: A&O Shearman