In re Fox Corporation/Snap Inc. Section 242 Litigation
Annotate this CaseIn 2022, Fox Corporation and Snap Inc. amended their corporate charters to protect their officers from liability for duty of care violations, following recent legislation in Delaware. Class A non-voting common stockholders of both companies filed a lawsuit, claiming that a separate class vote was required for these amendments, as it deprived them of the power to sue officers for damages for duty of care violations. The Court of Chancery of the State of Delaware ruled in favor of Fox and Snap, holding that the ability to sue corporate officers for damages was not a class-based power stated in the charters and thus separate Class A stockholder votes were not required. The Court of Chancery also noted that the amendments did not affect any peculiar attribute of the class of stock, and hence, did not necessitate a separate vote. The Supreme Court of the State of Delaware affirmed this decision, holding that the powers, preferences, or special rights of class shares in Section 242(b)(2) refers to those authorized for a class by Section 151(a) and expressed in the charter as required by Sections 102(a)(4) and 151(a). The ability to sue directors or officers for duty of care violations is an attribute of the Companies’ stock, but not a power, preference, or special right of the Class A common stock under Section 242(b)(2).
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.