Brad Sorrels on Corporate Counsel

In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial

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

3/22/2023 / Board of Directors , Breach of Duty , Corporate Counsel , Corporate Officers , Delaware General Corporation Law , Directors , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

8/3/2022 / Board of Directors , Bylaws , Corporate Charters , Corporate Counsel , Corporate Governance , Corporate Officers , DE Supreme Court , 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 Court of Chancery Addresses Outside Director’s Use of Another Entity’s Email Account for Board Communications

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

10/5/2021 / Board of Directors , Corporate Communications , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Email , Email Policies , Publicly-Traded Companies , Shareholders

Chancellor McCormick Provides Helpful Guidance on Pre-Suit Litigation Demands Under Delaware Law

Last month, Delaware's new Chancellor Kathaleen S. McCormick issued a decision largely dismissing challenges to board action after finding that the plaintiff's emails to the board constituted pre-suit litigation demands, and...more

7/7/2021 / Board of Directors , Corporate Counsel , Corporate Governance , Derivative Complaint , Derivative Suit , Derivatives , Pre-Suit Notice , Shareholder Litigation , Shareholders

Delaware Supreme Court Issues Key Decision Addressing Stockholders' Rights to Access Books and Records Under Section 220 of...

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

12/18/2020 / Board of Directors , Books & Records , Breach of Duty , Corporate Counsel , Delaware General Corporation Law , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Court Addresses the Information Rights of Designated Directors When Conflict Arises

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

7/19/2018 / CBS , Controlling Stockholders , Corporate Counsel , Independent Directors , Mergers , Shareholder Litigation , Shareholders , Special Committees

Delaware Supreme Court Issues Important Opinion in Dell Appraisal Case

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

12/19/2017 / Appraisal , Corporate Counsel , DE Supreme Court , Delaware General Corporation Law , Dell , Going-Private Transactions , Mergers , Shareholders

Brad Sorrels

Wilson Sonsini Goodrich & Rosati

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