On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely...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 April 27, 2022, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued an opinion, on a motion to dismiss, addressing several important governance topics about director and officer compensation—including...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
The Delaware Court of Chancery recently addressed whether an outside director’s use of another entity’s email account would require the director to turn over emails from that account in stockholder litigation relating to his...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
On May 3, 2021, Anthem, Inc. secured its win over Cigna Corp.'s pursuit of a $1.85 billion breakup fee following the collapse of their proposed $54 billion merger. In a brief order, Justice Karen L. Valihura, writing for the...more
5/6/2021
/ Acquisitions ,
Anthem Insurance ,
Antitrust Investigations ,
Antitrust Litigation ,
CIGNA ,
Corporate Counsel ,
DE Supreme Court ,
Department of Justice (DOJ) ,
Merger Agreements ,
Merger Controls ,
Mergers
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
The Delaware Court of Chancery recently addressed important issues concerning the information rights of directors designated by a significant stockholder, as well as a board committee's ability to withhold information from...more
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
On December 14, 2017, the Delaware Supreme Court issued its much-anticipated opinion in the Dell appraisal case, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., affirming in part, and reversing in part, the...more
On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more
Late last year, Vice Chancellor John Noble of the Delaware Court of Chancery issued a decision in Boris v. Schaheen that highlights the importance of following formalities when issuing stock. The decision found an array of...more