In his latest ruling in the ongoing litigation between Hollinger International and its controlling shareholder Lord Conrad Black, Delaware Vice Chancellor Strine concluded that:
The reality is that controlling stockholders have no inalienable right to usurp the authority of boards of directors that they elect.
Readers familiar with my scholarship will recognize a hint of direct or primacy in that quote. In addition, the opinion will be noteworthy for its careful and thoughtful analysis of when the sale of a corporate asset crosses the line to become a sale of "substantially all" of the corporation's assets. (This is important because only the latter sales require shareholder approval; sale of less than all or substantially all assets can be effected solely with director approval.
