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
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
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
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
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
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
Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more
5/8/2017
/ Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Business Judgment Rule ,
DE Supreme Court ,
Entire Fairness Standard ,
Fiduciary Duty ,
Irrebuttable Presumptions ,
Mergers ,
Pleading Standards ,
Post-Closing Money Damages ,
Shareholder Litigation ,
Standard of Review
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
Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more
5/20/2016
/ Books & Records ,
Breach of Duty ,
Burden of Proof ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Mergers ,
Pleading Standards ,
Shareholder Demands ,
Shareholder Litigation ,
Statute of Limitations