The decision provides meaningful guidance on the interaction between Section 144’s new “heightened” presumption—that directors deemed independent under applicable national securities exchange rules are also presumed to be disinterested under Section 144—and Court of Chancery Rule 23.1’s well-established demand-futility standard.
Jonathan D. Fortney
Partner, New York
+1 212.351.2386
Jonathan D. Fortney is a litigation partner in the New York office of Gibson Dunn. He has spent his entire professional career at the Firm, where he has been a long-time member of the Firm’s Litigation and Securities Litigation practice groups, with each consistently recognized as a leading national practice. He regularly represents investment funds, private equity firms, portfolio companies, corporate issuers, directors and officers in complex disputes, including M&A litigation, securities class actions, stockholder derivative suits, and corporate control contests. Jonathan also handles sensitive internal and government investigations for public and private companies that involve complex asset valuation and esoteric securities and trading matters.