Quimbee logo
DMCA.com Protection Status
From our private database of 18,400+ case briefs...

Amalgamated Bank v. Yahoo! Inc.

Delaware Court of Chancery
132 A.3d 752 (2016)


Marissa Mayer, CEO of Yahoo! Inc. (Yahoo) (defendant), hired Henrique de Castro as Yahoo’s COO. Mayer consulted Yahoo’s board of directors (board) and Compensation and Leadership Development Committee (committee). The committee approved an offer to de Castro, albeit without significant discussion about the relationships between the various equity awards de Castro would receive. When de Castro sought changes to the offer, Mayer mischaracterized to the committee the original offer, and the committee agreed to the requested changes. The committee did not directly discuss the financial magnitude of the requested changes. After the committee’s approval, Mayer made additional changes to the offer, significantly increasing de Castro’s compensation, without obtaining board approval. The offer stated that if de Castro was terminated without cause, he would keep all of the equity compensation he had received. If Castro was terminated with cause, he would forfeit his equity compensation. de Castro’s performance was subpar, and he was fired without cause 14 months after he started. The board did not consider firing de Castro for cause. de Castro’s severance payout was worth approximately $60 million. Amalgamated Bank (Amalgamated) (plaintiff), a Yahoo stockholder, served Yahoo with a demand to produce its books and records in connection with the compensation of its officers and directors. Yahoo produced documents reviewed by the board and the committee, but declined to produce anything else. Amalgamated filed suit based on Delaware General Corporation Law § 220, seeking court-ordered production of the requested documents. Amalgamated’s stated purpose was to investigate de Castro’s hiring and firing.

Rule of Law


Holding and Reasoning (Laster, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 497,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 497,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,400 briefs, keyed to 985 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial