EMC Directors Successfully Defend Dismissal of Shareholder Claims

On March 6, Skadden obtained the Massachusetts Supreme Judicial Court's affirmance of the dismissal of shareholder claims against directors of EMC Corporation arising out of its 2016 merger with Dell Inc. The firm had previously obtained dismissal in the Massachusetts Superior Court of the numerous suits that were filed against EMC's directors in the wake of the merger's announcement in 2015. Skadden's victory establishes that in Massachusetts, unlike Delaware, shareholders generally may not assert direct claims against corporate directors on the ground that the directors allegedly failed to maximize shareholder value in a control transaction.