Supreme Court of Delaware
In re Fox Corporation/Snap Inc. Section 242 Litigation
January 17, 2024
Summary
The Supreme Court of Delaware affirmed summary judgment rejecting Class A stockholders' claim that officer-exculpation charter amendments required a separate class vote. It held that the “powers, preferences, or special rights” protected by Section 242(b)(2) are class-specific attributes authorized under Section 151(a) and expressed in the charter under Section 102(a)(4), including applicable statutory default provisions. The ability to sue officers for duty-of-care damages is an attribute incidental to stock ownership, not a class-specific power, preference, or special right. No separate opinions were issued.