Edward Micheletti on Controlling Stockholders

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)

‘Busted Deals’ and Damages: Court of Chancery Clarifies Who Can Recover ‘Lost-Premium’ Damages

In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more

12/27/2023 / Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Merger Agreements , Mergers , Shareholder Litigation , Shareholders

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock...

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more

5/30/2023 / Board of Directors , Broker-Dealer , Bylaws , Controlling Stockholders , Corporate Governance , DE Supreme Court , Delaware General Corporation Law , Proposed Amendments , Shareholders , Stocks

Advancing Forward — Delaware Courts Provide Further Guidance on Incumbent Board Enforcement of Advance Notice Bylaws

In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more

12/23/2022 / Board of Directors , Books & Records , Bylaws , Controlling Stockholders , Corporate Counsel , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholders

Recent MFW-Related Developments in Delaware Courts

In 2014, the Delaware Supreme Court’s landmark Kahn v. M&F Worldwide Corp.1 (MFW) decision established that the deferential business judgment standard of review could apply to controlling stockholder “squeeze-out” mergers...more

12/28/2020 / Business Judgment Rule , Controlling Stockholders , DE Supreme Court , Entire Fairness Standard , Fiduciary Duty , Mergers , MFW , Minority Shareholders , Special Committees , Squeeze-Out Mergers , Standard of Review , Void ab initio

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

A Pipe Is Indeed a Pipe: Delaware Court of Chancery Provides Important Guidance to Companies by Dismissing Excessive Director Pay...

On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx...more

11/4/2019 / Board of Directors , Business Judgment Rule , Compensation & Benefits , Controlling Stockholders , Corporate Counsel , Delaware General Corporation Law , Derivative Suit , Dismissals , Executive Compensation , Pharmaceutical Industry , Pre-Suit Notice , Shareholder Demands

Examining Corwin: Latest Trends and Results

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

12/7/2018 / Acquisitions , Administrative Law Judge (ALJ) , Aiding and Abetting , Appointments Clause , Breach of Duty , Claim Preclusion , Class Action , Constitutional Challenges , Controlling Stockholders , Damages , Dismissals , Enforcement Actions , Extraterritoriality Rules , Fiduciary Duty , Financial Institutions , General Partnerships , Initial Coin Offering (ICOs) , Investment Funds , Jurisdiction , Lucia v SEC , Material Adverse Effects , Material Misrepresentation , Merger Agreements , Mergers , MFW , Misrepresentation , Pleading Standards , Popular , Proxy Solicitations , PSLRA , Rule 10(b) , Scienter , Section 11 , Securities , Securities Act , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation , Shareholder Litigation , SLUSA , Squeeze-Out Mergers

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

Inside the Courts – An Update From Skadden Securities Litigators - March 2018/ Volume 10 / Issue 1

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more

3/27/2018 / Acquisitions , Appraisal , Books & Records , Breach of Duty , Business Judgment Rule , Buyouts , CEOs , Claim Preclusion , Class Action , Class Certification , Controlling Stockholders , Core Operations Doctrine , Corwin Doctrine , DE Supreme Court , Delaware General Corporation Law , Dell , Demand Futility , Derivative Suit , Director Compensation , Entire Fairness Standard , Federal Trade Commission (FTC) , Fiduciary Duty , Fraud-on-the-Market , FRCP 9(b) , High-Speed Trading , Loss Causation , Material Misrepresentation , Mergers , Motion to Amend , Petrobras , Pharmaceutical Industry , Pleading Standards , Preponderance of the Evidence , Presumption of Reliance , Proximate Cause , PSLRA , Ratification , Rebuttable Presumptions , Rule 10(b) , Rule 10b-5 , Scienter , Section 220 Request , Securities Exchange Act , Securities Fraud , Securities Litigation , SRO , Stock Drop Litigation

Key Developments in Delaware Corporation Law in 2017

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

1/26/2018 / Appraisal Rights , Arms Length Transactions , Books & Records , Breach of Duty , Controlling Stockholders , Corporate Counsel , Corwin Doctrine , DE Supreme Court , Deal Price , Fair Market Value , Fiduciary Duty , Merger Agreements , Mergers , Post-Closing Money Damages , Remand , Reversal , Revlon Standard , Standard of Review , Trulia

"Key Developments in Delaware Corporation Law in 2016"

Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more

2/3/2017 / Appraisal Rights , Board of Directors , Breach of Duty , Controlling Stockholders , Corporate Counsel , Delaware General Corporation Law , Disclosure-Based Settlements , Dismissals , Independent Directors , Merger Agreements , Mergers , Pleadings , Shareholder Litigation , Trulia

"Delaware Supreme Court Rules on Director Independence"

The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more

12/20/2016 / Board of Directors , Breach of Duty , Controlling Stockholders , DE Supreme Court , Demand Futility , Derivative Suit , Fiduciary Duty , FRCP 23 , Impartiality , Independent Director , Lock-Up Agreement , Nasdaq , Pleadings , Reversal , Shareholder Litigation , Stock Sale Agreements

Insights: The Delaware Edition - May 2016

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

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

5/19/2016 / Aiding and Abetting , Appeals , Board of Directors , Breach of Duty , Burden of Proof , Controlling Stockholders , DE Supreme Court , Duty of Care , Fiduciary Duty , Financial Adviser , Mergers , Misleading Statements , Pleading Standards , Proxy Statements

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

10/23/2015 / Aiding and Abetting , Appeals , Appraisal Rights , Board of Directors , Breach of Duty , Business Judgment Rule , Bylaws , C-Suite Executives , Controlling Stockholders , COOs , Corporate Governance , Corporate Officers , Damages , DE Supreme Court , Delaware General Corporation Law , Directors , Disclosure-Based Settlements , Dole Food , Due Care , Duty of Loyalty , Entire Fairness Standard , Fee-Shifting , Fiduciary Duty , Forum Selection , Fraud , Joint and Several Liability , Judicial Appointments , Mergers , Multidistrict Litigation , Principal Place of Business , Release Agreements , Remedies , Securities Litigation , Settlement , Shareholder Litigation , Special Committees , Standard of Review , State of Incorporation , Take-Private Transactions , Unfair Dealing

Inside the Courts: An Update From Skadden Securities Litigators - September 2015 / Volume 7 / Issue 3

This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more

Edward Micheletti

Skadden, Arps, Slate, Meagher & Flom LLP

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