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Board of Directors Shareholder Litigation Delaware General Corporation Law

Allen Matkins

After More Than A Year, Questions Remain Regarding Caremark and Officers

Allen Matkins on

Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine.  In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023).    The Caremark doctrine...more

Morris James LLP

Chancery Determines Certain Suits and Investigations Against Amazon Were Insufficient to Meet Credible Basis Standard to Inspect...

Morris James LLP on

Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) - In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a stockholder-plaintiff must...more

Troutman Pepper

"Market Practice" 2024 DGCL Amendments Become Effective

Troutman Pepper on

The amendments to the Delaware General Corporation Law (DGCL) are effective yesterday, August 1, and will apply retroactively to agreements and contracts that a Delaware corporation entered into, or that a Delaware...more

Wilson Sonsini Goodrich & Rosati

Officer Exculpation and the Silicon Valley 150: Year Two

Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150 (SV150) to see whether they included an officer exculpation proposal in their proxy statements for stockholder meetings held from August 1,...more

Bennett Jones LLP

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

Bennett Jones LLP on

In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more

Allen Matkins

Does Revlon Make Nevada Tense?

Allen Matkins on

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, 182 (1986), the Delaware Supreme Court famously held that when the sale of a corporation becomes inevitable,  the board of directors' duty changed from the...more

Allen Matkins

Does Guzman Supply An Answer To Moelis?

Allen Matkins on

I always enjoy hearing from readers of this blog.  Recently, I wrote: Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more

Cadwalader, Wickersham & Taft LLP

Proposed Amendments to the DGCL Address Issues Raised by Recent Delaware Court Decisions

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association approved legislation proposing to amend the Delaware General Corporation Law (“DGCL”) in response to recent Delaware Court of...more

Dechert LLP

After Delaware Court of Chancery Subjects Reincorporation Decision to Entire Fairness, Delaware Supreme Court Says Not so Fast

Dechert LLP on

The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more

Pillsbury Winthrop Shaw Pittman LLP

Clarity for M&A Practitioners: Proposed DGCL Amendments Bridge the Gap between Recent Delaware Chancery Court Decisions and Market...

The proposed amendments would address recent case law decisions in Activision, Moelis and Crispo that uprooted well-established market practice with respect to the enforceability of certain provisions of stockholder...more

Mayer Brown

A Matter Of Propriety: Delaware Courts Reject Books-and-Records Demand Driven by Ulterior Motive

Mayer Brown on

Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more

A&O Shearman

Delaware Requires Compliance With DGCL Provisions Governing Board Negotiation And Board And Stockholder Approval Requirements For...

A&O Shearman on

On February 29, 2024, Chancellor Kathaleen St. J. McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology...more

A&O Shearman

Delaware Chancery Court Applies Entire Fairness To State Of Incorporation Conversions

A&O Shearman on

On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied in part and granted in part a motion to dismiss a stockholder action against TripAdvisor, Inc. and its parent (together, the...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Mayer Brown

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

Mayer Brown on

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

A&O Shearman

Delaware Court Of Chancery Invalidates Stockholder Agreement Provisions That Deprive Board Of Key Decision-Making Powers

A&O Shearman on

On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery invalidated a number of significant provisions in a stockholder agreement between a financial institution (the “Company”) and its...more

Allen Matkins

Can A Derivative Suit Survive Conversion?

Allen Matkins on

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice...more

Foley Hoag LLP

Delaware Court of Chancery Invalidates Certain Rights in Stockholder Agreement Sidelining Board of Directors

Foley Hoag LLP on

On February 23, 2024, the Court issued an opinion3 invalidating certain provisions of a stockholder agreement, which, in part, contractually constrain the Board’s discretion to exercise control over the business and affairs...more

Troutman Pepper

Delaware Court of Chancery Invalidates Common Governance Rights in Stockholder Agreement

Troutman Pepper on

In West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, the Delaware Court of Chancery invalidated a set of approval rights contained in a stockholder agreement as facially in conflict with Section 141(a) of the...more

Paul Hastings LLP

Delaware Chancery Court Invalidates Moelis Shareholder Agreement

Paul Hastings LLP on

On February 23, 2024, a decision by Vice Chancellor J. Travis Laster in the Delaware Chancery Court invalidated parts of a shareholder agreement between Moelis & Company and its Chairman, Chief Executive Officer and founder,...more

Fox Rothschild LLP

No More Board Games: Delaware Court Strikes Down Provisions in Stockholder Agreement That Restrict Board’s Statutory Authority

Fox Rothschild LLP on

The Delaware Court of Chancery is striking back against “new wave” stockholder agreements, which feature stockholder preapproval rights and board restrictions, rather than covenants among stockholders regarding traditional...more

Bennett Jones LLP

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Bennett Jones LLP on

In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Chancery’s Moelis II Decision Provides Cautionary Tale for Boards and Activists

On February 23, 2024, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued his 131-page decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., No. 2023-0309-JTL. The case involved a...more

McDermott Will & Emery

Delaware Court Invalidates Stockholder Agreement Governance Provisions

In holding that certain provisions within the stockholder agreement of a Delaware corporation are invalid under the Delaware General Corporation Law (DGCL), the Delaware Court of Chancery has created a framework for...more

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