Cloudflare’s appeal won’t fix what’s broken in Delaware’s Chancery Court
Fortune · Jeffrey Sonnenfeld, Steven Tian ·
A vice chancellor, Travis Laster, sent his own ruling to the state Supreme Court. Boards shouldn’t read that as reassurance.
The morning after we wrote in Fortune about a controversial Chancery Court decision involving Cloudflare, Vice Chancellor J. Travis Laster moved with uncommon speed to certify an interlocutory appeal of his ruling to the Delaware Supreme Court.
Corporate boards might read that as a sign the system is correcting itself. They shouldn’t, at least not yet.
The appeal was necessary because Laster used an unusually expansive reading of “good faith” to enjoin the Cloudflare board’s decision about its capital structure.