In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
4/24/2024
/ Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Franchise Taxes ,
Nevada ,
Popular ,
Shareholders ,
Texas
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more
On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance...more
On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...more
On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s...more
6/30/2023
/ Board of Directors ,
Books & Records ,
Delaware General Corporation Law ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Gay Rights ,
Governor DeSantis ,
Shareholder Litigation ,
Shareholders
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under Delaware law, with the result...more
Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors of Delaware corporations...more
On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more
Effective August 1, 2022, the Delaware General Corporation Law (the DGCL)—the statutory code that governs Delaware corporations—has been amended to make several significant changes. Among other things, the amendments will...more
The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders' monetary interests, the...more
We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more
On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more
Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more
On April 30, 2021, then-Vice Chancellor (now Chancellor) Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision addressing an array of important topics in the "busted deal" context following a...more
Earlier this month, the Delaware Court of Chancery added to a string of significant recent decisions under Section 220, Delaware's books and records statute, this time addressing when a company may be required to provide...more
Last week, the Delaware Supreme Court issued a key decision addressing stockholders' rights to access books and records under Section 220 of the Delaware General Corporation Law. Because the Supreme Court rarely weighs in on...more
On November 30, 2020, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial decision addressing contractual issues related to the effects of the COVID-19 pandemic on the sale of a collection...more
On August 13, 2020, the Delaware Court of Chancery issued an opinion, JUUL Labs, Inc. v. Grove, C.A. No. 2020-0005-JTL (Del. Ch. Aug. 13, 2020), holding that a stockholder of a Delaware corporation headquartered in California...more
Acting in virtual sessions in June 2020, Delaware's General Assembly approved a set of amendments to the Delaware General Corporation Law (DGCL) proposed by the state's bar association, which the governor subsequently signed...more
On March 13, 2020, the staff of the Division of Corporation Finance (staff) of the U.S. Securities and Exchange Commission (the SEC) issued guidance to assist companies, shareholders, and other market participants affected by...more
On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more
1/7/2020
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Contract Termination ,
Corporate Governance ,
DE Supreme Court ,
Fraudulent Inducement ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Popular ,
Representations and Warranties ,
Sellers
The Delaware Court of Chancery recently denied two books and records demands made by stockholders of Facebook, Inc. that sought to investigate alleged wrongdoing surrounding Facebook's executive compensation practices at a...more