Delaware Court of Chancery Finds for Oracle Founder Larry Ellison and CEO Safra Catz in Post-Trial Decision Arising from Oracle’s Acquisition of NetSuite

Acquisitions

▤ Summary

Oracle Corporation (the “Company”) was founded by Ellison in 1977 and has become a commercial juggernaut in the business of selling hardware, software, and cloud computing products. Second, Plaintiffs alleged that Ellison and current CEO Safra Catz misled the Board and the Special Committee, rendering the NetSuite acquisition a product of fraud. The Court similarly denied Ellison’s motion for summary judgment and the case ultimately proceeded to a month-long trial that concluded in August of 2022. Because Ellison was not a controller, and there was no fraud perpetrated on the Board, the Court held the acquisition was subject to the deferential standards of the business judgment rule. The Oracle decision is a useful reminder that a plaintiff-friendly, pleading stage inference of control in fact does not foreclose review under the business judgment rule at trial.

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