Restating the Law of Conflicted Controller Transactions: Part 2B

The Restatement on Cleansing Conflicted Controller Transactions

This is the third in a series of posts on the draft Restatement of the Law of Corporate Governance’s approach to policing conflicted controller transactions. Such transactions have been much in the news of late, not least because the Delaware judiciary’s approach to regulating such transactions led,many controllers of Delaware corporations to reconsider whether they wanted their companies to be incorporated in Delaware (most notably Elon Musk of Tesla), which in turn led to major legislative action this spring with the passage of SB 21.

In prior posts, I discussed pre-SB 21 Delaware law and the Restatement’s definition of who is a controlling shareholder.

In this post, I discuss how the Restatement proposes to regulate the process of cleansing conflicted controller transactions.