DealLawyers.com Blog

John noted last week that Vice Chancellor Laster certified the defendants’ interlocutory appeal from his ruling granting a preliminary injunction of Cloudflare’s dual-class recapitalization because there was a reasonable probability that the board’s special committee may not have acted in good faith. The Delaware Supreme Court has now accepted the interlocutory appeal to address “gating and case-dispositive questions of law relating to the merits of the case,” namely “whether a ‘controlled mindset’ premised on controller influence can satisfy the individualized finding of bad faith as to otherwise independent, disinterested, and careful directors under the statute.”

We’ll also know the Court’s decision in relatively short order. The Delaware Supreme Court granted the defendants’ motion for expedited proceedings and set deadlines of November 18 for the opening brief, December 9 for the answering brief and December 16 for reply.

– Meredith Ervine