Brian Massengill

Brian Massengill

Mayer Brown

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Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions

In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more

5/29/2025  /  Board of Directors , Conflicts of Interest , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Fiduciary Duty , New Legislation , Safe Harbors , Shareholder Litigation , Shareholders

Delaware Law Alert: Books and Records Inspection Under the Amended §220

Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025,1 seek to address the concern that inspection...more

5/22/2025  /  Books & Records , Corporate Governance , Delaware General Corporation Law , Discovery , Litigation Strategies , Motion to Dismiss , New Legislation , Shareholder Litigation , Shareholder Rights

Delaware Law Alert: A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder...

In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more

4/15/2025  /  Acquisitions , Board of Directors , Conflicts of Interest , Controlling Stockholders , Corporate Officers , Delaware General Corporation Law , Fiduciary Duty , Mergers , Safe Harbors , Shareholder Litigation

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

3/26/2024  /  Board of Directors , Controlling Stockholders , Corporate Entities , Corporate Governance , Delaware General Corporation Law , Shareholder Litigation , Shareholders , Shareholders' Agreements

Delaware Court of Chancery Allows deSPAC Litigation to Proceed Applying “Entire Fairness” Standard

On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for...more

1/10/2022  /  Breach of Duty , Business Plans , Capital Raising , Entire Fairness Standard , Fiduciary Duty , Initial Public Offering (IPO) , Shareholder Litigation , Special Purpose Acquisition Companies (SPACs)
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