This article discusses the Delaware Court of Chancery's decision in Totta v. CCSB Financial (C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022)), which held that corporations and their boards cannot use their charter to alter the judicial standard of review or waive the duty of loyalty, and that action taken to interfere with stockholder voting rights will continue to be reviewed under the more onerous enhanced scrutiny standard.
Authors: Michael Walker, Taylor B. Bartholomew, Christopher B. Chuff, Matthew M. Greenberg, Joanna J. Cline, and Ryan Salem, Troutman Pepper Hamilton Sanders LLP
This article was originally published on the website of Troutman Pepper Hamilton Sanders LLP on July 27, 2022.
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