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The Chancellor's Excellent Questions
The August 2 Tornetta v. Musk hearing on "ratification" is one for the ages.
Counsel for the Defendant Directors, David Ross, was wading into his argument about the sanctity of the “stockholder franchise” when the Chancellor interrupted to ask whether he could cite any case that permitted common law ratification of “an adjudicated breach of the duty of loyalty.” Plaintiff’s attorney, Greg Varallo, made that point in a pithy and powerful paragraph, detailing what would follow were the Court to grant Defendants’ request to reopen the record to admit the “newly created evidence” that culminated in the shareholder vote: Those who have been following my Substack posts, including those in which I had the capable collaboration of an experienced Silicon Valley corporate attorney with board experience at several large tech companies, will appreciate how lovely is that summation of Defendants’ factual claims that will not stand scrutiny.
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