Vice Chancellor J. Travis Laster of the Delaware Court of Chancery: Ten Years of Trados, A Discussion of Fiduciary Duties.
This is a special episode originally recorded for participants of the VC-Backed Board Academy (VCBA), a new executive education program for directors of venture-backed companies by the University of California College of Law San Francisco, in partnership with Cooley and Nasdaq. The program is taking place at Cooley’s SF offices on March 8th, 2024. If you’re a director of a venture-backed company, you should definitely check it out and visit the website at uclawsf.edu/vcba. This podcast features a discussion with Vice Chancellor J. Travis Laster of the Delaware Court of Chancery on fiduciary duties of venture-backed company directors and lessons from the Trados case, a landmark decision that addressed the question to whom fiduciary duties are owed when the interests of common and preferred stockholders’ conflict. My UC Law SF colleague Professor Abe Cable interviews Vice Chancellor Laster on the Trados case, plus other trends and matters relevant to directors of startup companies. Professor Cable published an article on this case at its five-year mark, and a retrospective on its 10th anniversary, calling it a watershed moment in defining the fiduciary duties of corporate directors affiliated with investment funds. Trados has now been cited in more than 120 judicial opinions, 170 law review articles, and an unknown number of law-firm slide decks explaining fiduciary law to corporate boards. This podcast is sponsored by the American College of Governance Counsel.