Filed June 9, 2017
The only difference between Count I and Count II is that: (i) Ersek had even more knowledge of Western Union’s AML compliance failures by virtue of his role as CEO; and (ii) this claim cannot be exculpated under Western Union’s corporate charter pursuant to DGCL § 102(b)(7). See Gantler v. Stephens, 965 A.2d 695, 709 n.37 (Del. 2009) (“[T]here currently is no statutory provision authorizing comparable exculpation of corporate officers.”).
Filed December 16, 2016
Gantler v. Stephens, 695 A.2d 695, 709 (Del. Sup. Ct. 2009). 2 We discuss below how the Complaint states a claim against each of the Defendants for breach of those duties under the three theories outlined above in connection with the business judgment rule.
Filed August 1, 2016
The only difference between Count I and Count II is (i) that Ersek had even more knowledge of Western Union’s AML compliance failures by virtue of his role as CEO and (ii) this claim cannot be exculpated under Western Union’s corporate charter pursuant to DGCL § 102(b)(7). See Gantler v. Stephens, 965 A.2d 695, 709 n.37 (Del. 2009) (“[T]here currently is no statutory provision authorizing comparable exculpation of corporate officers.”).
Filed October 29, 2012
LEXIS 145, at *20 n. 18 (Del. Ch. July 24, 2009) (quoting Metro Commc’ns, 854 A.2d at 156) (emphasis added); accord Gantler v. Stephens, 965 A.2d 695, 710 (Del. 2009) (“It is well-settled Case: 1:12-cv-07973 Document #: 37 Filed: 10/29/12 Page 11 of 25 PageID #:2047 {Client Files/POT/01/00069252.DOCX } 7 law that directors of Delaware corporations have a fiduciary duty to disclose fully and fairly all material information within the board's control when it seeks shareholder action.”)
Filed May 14, 2012
This obligation attaches to representations issued by directors and officers in proxy statements, which (like the Proxy here) are made in contemplation of stockholder action. Gantler v. Stephen, 965 A.2d 695, 710 (Del. Supr. 2009) (fiduciary duty “attaches to proxy statements and other disclosures in contemplation of stockholder action.”); O’Reilly v. Transworld Healthcare, Inc., 745 A.2d 902, 916 (Del. Ch. 1999); Arnold, 650 A.2d at 1277.
Filed July 14, 2009
It is well settled that the business judgment rule does not protect corporate decision-makers whose decisions reflect gross negligence, recklessness or bad faith. See Gantler v. Stephens, 965 A.2d 695, 705-06 (Del. 2009). As outlined above at pages 5-6, Class Plaintiffs 21 EC.21490.5 have alleged facts reflecting an extraordinary degree of bad faith, recklessness and gross negligence on the part of Tremont Partners.
Filed December 15, 2016
35 Diamond State Telephone Co. v. Univ. of Del., 269 A.2d 52, 58 (Del.1970). 36 Gantler v. Stephens, 965 A.2d 695, 703 (Del.2009). 37 In re Santa Fe Pac. Corp. S'holder Litig., 669 A.2d 59, 65–66 (Del. Ch.1995).
Filed November 22, 2010
8 Similarly, in Gantler v. Stephens, 965 A.2d 695 (Del. 2009), the court denied 9 a motion to dismiss claims against two officers for whom allegations were lumped 10 together. The court reasoned that the allegations were sufficient to support 11 reasonable inferences that the First Vice President and Treasurer acted to aid and 12 abet the President and CEO in his breaches of fiduciary duty, given that the Vice 13 President’s employment depended on the good will ofthe President “to retain his 14 job and the benefits that it generated.”