Lori Marks-Esterman Quoted in Law360 on Delaware Supreme Court Reversing Moelis Governance Ruling

Lori Marks-Esterman, Chair of Olshan's Litigation Practice Group and Head of Olshan’s Shareholder Activism Litigation Practice, was quoted in a Law360 article (subscription required) on the Delaware Supreme Court’s recent decision in Moelis & Co. v. West Palm Beach Firefighters Pension Fund, reversing the Delaware Chancery Court’s ruling that had invalidated key provisions of Moelis & Co.'s stockholder agreement. The article explains that the Court found the challenge time-barred and therefore did not reach the merits of whether the provisions at issue violated Section 141(a) as applied. Because the Supreme Court resolved the dispute on laches, it did not address the broader governance questions or the ripeness issue raised in the amicus briefing. Lori is quoted commenting on the decision’s practical impact: the ruling turns on procedural/doctrinal grounds rather than a merits determination about the challenged stockholder agreement provisions. “In focusing on laches and whether the stockholder agreement provisions were voidable rather than void,” Lori said, “the Supreme Court once again resolved a highly publicized governance dispute on doctrinal grounds, without reaching the merits of the underlying claims or the ripeness issue raised in the amicus briefs. This echoes the Court’s approach in Tornetta v. Musk, where the Court’s decision turned on whether rescission was an available remedy, rather than addressing the broader fiduciary and governance questions. Taken together, these decisions reflect a Court that is focused on keeping its decisions narrow and is leaning into the underlying legal doctrinal issues involved to frame its rulings.”