Arnold v. Society for Savings Bancorp, Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that a Section 102(b)(7) provision shielded the individual directors from liability only after finding that there was a disclosure violation
• stating that a fact is material and must be disclosed if a reasonable stockholder would consider the fact important in deciding how to vote
• holding that Section 102(b)(7) exculpation applies to alleged duty of disclosure violations
• explaining that Delaware law mandates that fiduciaries fully disclose all material information within their control when seeking stockholder action
• noting that “where a defendant is a director and officer, only those actions taken solely in the defendant’s capacity as an officer are outside the purview of Section 102(b)(7)”
• finding that a breach of fiduciary duty claim against a dual director-officer asserted “in his role as an officer” “lacks merit” where plaintiff “failed to highlight any specific actions [the officer-director] undertook as an officer (as distinct from actions as a director

Source: CourtListener parenthetical corpus (CC0).