The Delaware Court of Chancery, in In re Viacom, Inc. Stockholders Litigation, C.A. No. 2019-0948-JRS (consol.), memo. op. (Del. Ch. Dec. 29, 2020; rev. Dec. 30, 2020), declined to dismiss stockholder claims that director defendants breached their duty of loyalty in connection with a controlling stockholder transaction, finding they were conflicted by personal relationships with the controller, fear of retribution for failure to meet her demands, and operated under a “controlled mindset.”
Tulane Law’s Professor Ann Lipton discusses the decision in Dependence, Control, and ViacomCBS.
Reuters discusses the decision in Former Viacom shareholders can sue Shari Redstone over ViacomCBS merger.
The Hollywood Reporter discusses the decision in Viacom Shareholders Get Judge’s OK to Pursue Unfairness of CBS Merger.
Deadline discusses the decision in Delaware Court To Hear Shareholder Suit Vs. Shari Redstone In Viacom-CBS Merger.