With Douglas N. Cogen, Felix Lee, Kevin Muck
The Delaware Supreme Court's recent decision in Gantler vs. Stephens (Del. January 27, 2009) - where the Court issued a rare reversal of a Court of Chancery decision - contains several noteworthy holdings on core corporate governance principles, including entire fairness" review of a breach of fiduciary duty claim, the fiduciary duties of corporate officers, and the applicability of the common law doctrine of shareholder ratification to corporate transactions.