Court Of Chancery Refuses Any "Pass" For Small Companies

Posted on September 30, 2011 by Edward M. McNally

In Re Openlane Inc. Shareholders Litigation, C.A. 6849-VCN (September 30, 2011)

Some believe that the board of directors of a small company does not have as strict fiduciary duties to the minority stockholders as do boards of publicly traded companies.  This decision reiterates that under Delaware law those duties apply to the small and the large equally.

The opinion is also noteworthy as another example of the Court of Chancery's inclination to limit the Omnicare decision to its facts.

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