Elite Delaware Court Stands Up to ‘Big Money-Powered People’

Delaware’s elite corporate law court is shaping what it means to be a controlling shareholder.

The details vary in the recent decisions involving Tesla Inc., TripAdvisor Inc., and Sears Hometown and Outlet Stores Inc., but the overall message to controllers is clear: Acting in bad faith or not fully informing minority shareholders and keeping them from getting a fair shot will get you into trouble with the Court of Chancery.

The court is exploring shareholder control in different contexts where there isn’t a lot of precedent, said Jill Fisch, a professor of business law at the University of ...