Arthur Bookout at Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance...more

Inside the Courts – An Update From Skadden Securities Litigators - February 2025

Key Points - - In 2024, securities litigation remained consistent with historical averages, with a slight increase in core filings and cases related to COVID-19 and artificial intelligence. - The U.S. Supreme Court had an...more

Court of Chancery Applies Well-Settled Principles To Dismiss Malone/Caremark ‘Hybrid’ Claims

The Delaware Court of Chancery recently dismissed a “hybrid” of Malone1 false disclosures and Caremark oversight claims brought by two stockholder plaintiffs. In In re FibroGen, Inc. Derivative Litigation,2 Vice Chancellor...more

12/31/2024 / Breach of Duty , Commercial Litigation , Controlling Stockholders , Corporate Counsel , Corporate Governance , Delaware , Securities and Exchange Commission (SEC) , Securities Fraud , Securities Litigation , Securities Regulation , Shareholders

2025 Outlook: Key Delaware Court Appeals and Their Impact on Corporate Law

In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....more

12/30/2024 / Aiding and Abetting , Attorney's Fees , Board of Directors , Commercial Litigation , Controlling Stockholders , Corporate Governance , Corporate Officers , Delaware , Delaware General Corporation Law , Executive Compensation , Nominal Damages , Publicly-Traded Companies , Ratification , Shareholders

Inside the Courts – An Update From Skadden Securities Litigators - December 2024

Key Points - - During its 2024 term, the U.S. Supreme Court is poised to provide important guidance on the Private Securities Litigation Reform Act’s (PSLRA’s) particularity requirement in NVIDIA Corp. v. E. Ohman J:or...more

Inside the Courts – An Update From Skadden Securities Litigators - October 2024

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more

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

7/16/2024 / Acquisitions , Board of Directors , Business Disputes , Bylaws , Commercial Litigation , Corporate Governance , Delaware General Corporation Law , Mergers , Shareholder Litigation

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

6/26/2024 / Acquisitions , Board of Directors , Business Judgment Rule , Commercial Litigation , Corporate Governance , DE Supreme Court , Disclosure , Disclosure Requirements , Mergers , Securities and Exchange Commission (SEC) , Securities Litigation

Recent Updates in Delaware Disclosure Law

The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more

6/26/2024 / Acquisitions , Board of Directors , Buyers , Corporate Governance , DE Supreme Court , Disclosure , Financial Adviser , Mergers , Proxy Statements , Securities and Exchange Commission (SEC) , Securities Litigation , Sellers

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

6/25/2024 / Acquisitions , Board of Directors , Commercial Litigation , Controlling Stockholders , Corporate Counsel , Corporate Governance , Disclosure Requirements , Mergers , Popular , Private Equity , Securities Litigation , Special Purpose Acquisition Companies (SPACs)

Court of Chancery Issues First Decision Dismissing MultiPlan Claims

On May 31, 2024, the Delaware Court of Chancery issued its first opinion dismissing a “MultiPlan claim” at the pleadings stage. As a reminder, a MultiPlan claim is a breach of fiduciary duty claim against directors,...more

6/10/2024 / Acquisitions , Class Action , Corporate Governance , Corporate Officers , Mergers , Private Equity , Securities and Exchange Commission (SEC) , Securities Litigation , Special Purpose Acquisition Companies (SPACs)

Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts

On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more

6/6/2024 / Acquisitions , Board of Directors , Corporate Governance , Delaware General Corporation Law , Disclosure , Financial Adviser , Mergers , Private Equity , Securities Litigation , Workplace Safety

Inside the Courts – An Update From Skadden Securities Litigators - May 2024

Spotlight - Macquarie Ruling Raises the Bar for Securities Fraud Claims - Key Points - - On April 12, 2024, the U.S. Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie...more

5/23/2024 / Acquisitions , Commercial Litigation , Cryptocurrency , Entertainment Industry , Financial Institutions , Healthcare , Life Sciences , Macquarie Infrastructure Corp v Moab Partners LP , Media , Mergers , Publicly-Traded Companies , Real Estate Market , Retail Market , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Regulation

Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more

12/27/2023 / Board of Directors , Books & Records , Corporate Governance , Corporate Misconduct , Corporate Officers , Delaware General Corporation Law , Fiduciary Duty , Misappropriation , Section 220 Request , Shareholder Litigation , Shareholders , Trade Secrets

Court of Chancery Finds Officer Liable for Competing With Corporation and Misappropriating Trade Secrets

On September 1, 2023, Vice Chancellor Paul A. Fioravanti, Jr. of the Court of Chancery delivered a decision finding that the president of a plaintiff company and a second business the president had formed and served...more

12/27/2023 / Board of Directors , Breach of Duty , Commercial Litigation , Corporate Executives , Corporate Governance , Corporate Officers , Fiduciary Duty , Misappropriation , Trade Secrets

2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims...more

12/22/2023 / Article III , Bankruptcy Court , Constitutional Amendment , Consumer Protection Act , Corporate Governance , Department of Justice (DOJ) , Enforcement Actions , Federal Trade Commission (FTC) , Securities and Exchange Commission (SEC) , Securities Fraud , Self-Reporting , Special Purpose Acquisition Companies (SPACs) , Voluntary Disclosure

Insights From Delaware Litigators: What We’re Watching in 2024

In 2023, the Delaware courts continued to be called upon to elaborate important rules of corporate law. The year’s docket brought further development in a number of areas, including oversight liability, “busted deal”...more

12/21/2023 / Acquisitions , Corporate Counsel , Corporate Governance , Merger Agreements , Mergers , Publicly-Traded Companies , Revlon Standard , Special Purpose Acquisition Companies (SPACs)

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

6/12/2023 / Acquisitions , Aiding and Abetting , Board of Directors , Breach of Duty , CEOs , Corporate Governance , Corporate Officers , Data Preservation , Disclosure Requirements , Duty of Oversight , Evidence , Fiduciary Duty , Mergers , Oracle , Oversight Duties , Publicly-Traded Companies , Revlon , Shareholders , Spoliation

Court Finds Mindbody CEO Liable Under Revlon and That Buyer Aided and Abetted Disclosure Violations

In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more

6/12/2023 / Aiding and Abetting , Breach of Duty , Business Litigation , CEOs , Damages , Disclosure , Disclosure Requirements , Fiduciary Duty , Investors , Judicial Review , Liability , Private Equity Firms , Revlon , Shareholder Litigation

Court of Chancery Dismisses Caremark Claims Because of Reporting Systems

Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more

12/27/2022 / Board of Directors , Books & Records , Corporate Counsel , Corporate Governance , Cybersecurity , DE Supreme Court , Delaware , Delaware General Corporation Law , Popular , Red Flags Rule , Reporting Requirements , Risk Management , Shareholders , Standard of Review

Insights: The Delaware Edition - December 2022

In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more

12/21/2022 / Advanced Notice of Proposed Rulemaking (ANPRM) , Board of Directors , Books & Records , Bylaws , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Enforcement , Recordkeeping Requirements , Reporting Requirements , Shareholders , Standard of Review

Delaware Courts Simplify Rules for Derivative Actions, Analyze SPAC Fiduciary Duty Review and Clarify Books-and-Records...

Takeaways - The Delaware Supreme Court simplified the pleadings-stage test applied to derivative suits where no demand has first been made on the board. Disputes about stockholder books-and-records requests focus...more

2/3/2022 / Board of Directors , Books & Records , Corwin Doctrine , DE Supreme Court , Derivative Suit , Fiduciary Duty , Shareholder Litigation , Special Purpose Acquisition Companies (SPACs)

Waiver of Appraisal Rights Upheld by Split Delaware Supreme Court

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision to enforce a waiver of appraisal rights included in a stockholders agreement executed by...more

12/16/2021 / Appraisal , Appraisal Rights , Delaware General Corporation Law , Shareholders , Shareholders' Agreements , Waivers

Caremark Update: Delaware Court of Chancery Dismisses Two ‘Oversight’ Derivative Actions Arising From Government Investigations

The Delaware Court of Chancery recently issued two opinions — Richardson v. Clark (MoneyGram) and Fisher v. Sanborn (LendingClub) — that dismissed stockholder derivative claims for breach of directors’ oversight duties...more

6/29/2021 / Bad Faith , Board of Directors , Caremark claim , Compliance , Corporate Governance , Derivative Suit , Government Investigations , Oversight Duties , Shareholder Litigation

Insights: The Delaware Edition - December 2020

This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more

12/30/2020 / Acquisitions , Breach of Duty , Business Judgment Rule , Caremark claim , DE Supreme Court , Delaware General Corporation Law , Derivative Suit , Fiduciary Duty , Independent Directors , Mergers

Arthur Bookout

Skadden, Arps, Slate, Meagher & Flom LLP

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