Supreme Court of Delaware
In re Fox Corporation/Snap Inc. Section 242 Litigation
January 25, 2024
Summary
The Supreme Court of Delaware affirmed summary judgment for Fox Corporation and Snap Inc., holding that their officer-exculpation charter amendments did not require separate class votes from non-voting Class A stockholders. Section 242(b)(2) applies only when an amendment adversely affects class-specific powers, preferences, or special rights authorized under the DGCL and expressed in the charter, not rights incidental to stock ownership such as the ability to sue for duty-of-care damages. The court relied on the statutory framework and longstanding precedent interpreting class-based voting rights.