Adrian Broderick on Corporate Governance

Delaware's Status as the Favored Corporate Home: Reflections and Considerations

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

Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

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

11/13/2023 / Acquisitions , Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Elon Musk , Mergers , Shareholders , Third-Party Beneficiaries , Twitter

Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes

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

3/30/2023 / Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholder Rights , Shareholders , Voting Rights

Delaware Implements New Amendments to the Delaware General Corporation Law

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

8/2/2022 / Board of Directors , Corporate Governance , Corporate Misconduct , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholders

2021 Delaware Corporate Law and Litigation Year in Review

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

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

Delaware Supreme Court Eliminates Gentile Dual Natured Claims

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

9/24/2021 / Board of Directors , C-Suite Executives , Controlling Stockholders , Corporate Governance , Corporate Officers , DE Supreme Court , Fiduciary Duty , Shareholder Litigation

Delaware Supreme Court Enforces Waiver of Statutory Appraisal Rights

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

9/17/2021 / Appraisal Rights , Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Directors , Fiduciary Duty , Shareholder Litigation

Delaware Court of Chancery Addresses Effects of Pandemic on Material Adverse Effect Provision and Ordinary Course Covenants in...

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

12/10/2020 / Acquisitions , Corporate Governance , Delaware , Enforcement Actions , Mergers , Securities Litigation

New York and Washington Courts Issue Important Decisions Relating to M&A and Stockholder Nominations of Directors

Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more

5/11/2018 / Acquisitions , Board of Directors , Bylaws , Conflicts of Interest , Corporate Counsel , Corporate Governance , Mergers , Popular , Proxy Contests , Shareholder Activism , Shareholder Litigation , Xerox

Adrian Broderick

Wilson Sonsini Goodrich & Rosati

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