Leveraging a recent decision by the Delaware Court of Chancery involving an Icahn-nominated director, Sullivan & Cromwell’s memo: “Information Sharing Between Activists and Their Director Nominees” imparts key takeaways regarding sharing with a designating stockholder confidential and/or privileged company information received by activist director nominees in their director capacity. The case and the memo serve as a good reminder to companies review their director confidentiality and conflict of interest provisions (wherever they appear) and to carefully monitor, evaluate, and address potentially problematic information-sharing scenarios as they arise.