Delaware narrows fiduciary reach

- The Delaware Supreme Court held a minority stockholder is not automatically a fiduciary simply because they had access to nonpublic information, limiting Brophy‑style derivative claims, while Chancery enforced a forum clause. - The rulings specifically upheld that access ≠ duty and applied the Moelis Amendment to enforce a non‑Delaware forum selection clause in a CEO employment agreement. - Boards should more precisely document who owes what duty, and align bylaws with employment and side‑letter terms to avoid forum disputes. (jdsupra.com 1) (jdsupra.com 2)