Case Review — Fox and Snap Charter Amendments Cases

8 Min View By: Nicholas D. Mozal, Rebecca Salko

In a new video series analyzing significant court decisions, Rebecca E. Salko and Nicholas Mozal examine the Delaware Court of Chancery’s ruling in the closely watched case Electrical Workers Pension Fund, Local 103, I.B.E.W. v. Fox Corporation. In Electrical Workers Pension Fund, the Court held that amendments to two corporations’ certificate of incorporations to exculpate officers from monetary liability for breaches of the fiduciary duty of care did not trigger a class vote of stockholders under Section 242(b)(2) of the Delaware General Corporation Law (DGCL). With an insightful discussion that succinctly walks viewers through each step of the case, from the relevant sections of the DGCL to the court’s interpretation of key precedential decisions, Salko and Mozal highlight essential points to understand the implications of the ruling.

Read more about the video’s featured speakers below:

Nicholas Mozal is counsel in Potter Anderson Corroon’s Corporate Litigation Group and focuses his practice on corporate and commercial litigation in the Delaware Court of Chancery and Supreme Court. His experience includes litigating stockholder class and derivative claims, and statutory proceedings under the Delaware General Corporation Law, such as actions concerning advancement, appraisal, and contested board elections. He also counsels directors and special committees regarding issues of corporate governance and fiduciary duties.

Rebecca E. Salko (Associate, Potter Anderson Corroon) focuses her practice primarily on counseling Delaware corporations on corporate law and governance issues. She routinely counsels corporations and directors regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions. She also authors opinion letters on a wide range of Delaware corporate law matters. In addition, Rebecca has substantial experience advising board committees in connection with various conflict transactions, including M&A transactions.

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