Chancellor clarifies controlling-shareholder standards

Trial Notebook

By Steven P. Garmisa

Hoey & Farina

Posted February 22, 2024 11:11 AM

As part of a decision on breach-of-fiduciary-duty claims that minority shareholders in Sears Hometown & Outlet Stores filed against Edward “Eddie” S. Lampert for blocking a transaction recommended by a committee of independent directors, a Delaware chancellor clarified the standards for reviewing allegedly self-interested conduct by a controlling stockholder.SHOS was a subsidiary of Sears Holdings. In 2012, Holdings spun SHOS off as a separate, publicly traded company. ESL Investments, a company founded by Lampert …

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