Chancery Addresses Breach of Fiduciary Duty Without Measurable Damages

The practical problem of proving a breach of fiduciary duty without being able also to prove damages was recently addressed by the Delaware Court of Chancery in a post-trial opinion styled The Ravenswood Investment Company, L.P. v. The Estate of Bassett S. Winmill, et al., C.A. No. 3730-VCS (Del Ch. Mar. 22, 2018). Several of the many prior decisions in this matter over the last decade have been highlighted on these pages and provide factual and procedural history. In this short blog post, I’ll highlight the key points that may be most useful for those interested in the nuances of corporate and commercial litigation discussed by the court in this decision: Standard of Review Applicable The challenged executive compensation decisions of the board were subject to the entire fairness test. The presumption of the business judgment rule’s applicability was rebutted because the defendant directors stood on both sides of the transaction. See, e.g., cases cited at…

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