Ccsb Financial Corp. v. Deann M. Totta

Summary

The Supreme Court of Delaware affirmed the judgment invalidating CCSB's charter provision that made the board's determinations about aggregated ownership conclusive and binding. The provision could not be used to prevent judicial review or exculpate directors from liability for a breach of the duty of loyalty, and the Court of Chancery correctly found that the relevant stockholders were not acting in concert. The court also upheld the attorneys' fee award because the litigation protected the stockholder franchise and conferred a broader corporate benefit.