On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more
6/20/2025
/ Acquisitions ,
Aiding and Abetting ,
Appeals ,
Business Litigation ,
Commercial Litigation ,
Corporate Counsel ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Mergers ,
Shareholder Litigation
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
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
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
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more
5/21/2016
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Books & Records ,
Buyouts ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Plainly Material Standard ,
Pleadings ,
Securities Litigation ,
Shareholder Demands ,
Shareholder Litigation ,
Standard of Review