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2 Delaware law imposes fiduciary duties on those who effectively control a corporation.
3 Quadrant's complaint also asserted fraudulent transfer, waste, constructive dividend and conspiracy claims.
This memorandum is considered advertising under applicable state laws.With in-depth discussion of relevant case law on fiduciary duties and corporate insolvency, including the Delaware Supreme Court's decision, the Court of Chancery decided that Quadrant's challenges to Athilon's transfers of value to its controlling shareholder EBF and an EBF affiliate stated derivative fiduciary breach claims.However, the court dismissed Quadrant's challenge of the Athilon board's strategic decision to take on greater business risk (instead of winding up and liquidating Athilon's insolvent business), holding that the business judgment rule applied to strategic decision-making.The Court of Chancery of Delaware recently issued a noteworthy decision clarifying fiduciary duties and confirming business judgment rule protection for board-level business strategy decisions by directors of insolvent corporations., 102 A.3d 155 (Del. The Court of Chancery also ruled the business judgment rule does not protect directors who cause or permit the transfer of insolvent company value preferentially to a controlling stockholder or its affiliate without ratably benefiting all residual claimants (, creditors). The court's ruling reinforces continued business judgment rule protections for business strategy decisions — even decisions to pursue risky strategies — that are rationally designed to maximize the economic value of an insolvent firm as a whole.