Judge Nixes Block Shareholder Suit Over 'Terrible Business Decision' To Acquire Tidal

A Delaware judge has dismissed a shareholder lawsuit against financial technology company Block over its 2021 acquisition of majority ownership in Tidal, the music streaming service partly owned by rapper Jay-Z. From a report: A pension fund shareholder alleged that Block founder and CEO Jack Dorsey and the company's board of directors breached their fiduciary duties in agreeing to pay roughly $300 million to take control of Tidal as it was failing financially and the target of an ongoing criminal investigation. Chancellor Kathaleen St. Judge McCormick ruled Tuesday that the pension fund had failed to demand that Block's board pursue legal action itself before filing a derivative lawsuit on behalf of the company. Under Delaware law, shareholders must make such a demand or demonstrate that doing so would be futile because a majority of directors were self-interested, lacked independence or faced a substantial likelihood of liability. McCormick noted that the demand requirement is a manifestation of Delaware's business judgment rule, under which courts defer to the decision-making of corporate directors unless there is an indication they acted in bad faith. That deference remains even if a corporate decision turns out to be unwise. "It seemed, by all accounts, a terrible business decision," the judge said of Block's acquisition of Tidal. "Under Delaware law, however, a board comprised of a majority of disinterested and independent directors is free to make a terrible business decision without any meaningful threat of liability, so long as the directors approve the action in good faith."

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