In 2021, the Delaware Court of Chancery issued two decisions addressing when a contractual party’s affiliates are bound to restrictive covenants in an agreement. In the first case, Sixth Street Partners Management Company,...more
This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more
In 2019, the Delaware Supreme Court issued Marchand v. Barnhill, which was soon followed by the Court of Chancery’s opinion in In re Clovis Oncology Derivative Litigation. Both rulings sustained derivative claims for breach...more
While Delaware’s “stay at home” order remains in place amid the COVID-19 pandemic, the Delaware Supreme Court and Court of Chancery are still operational, and legal services providers, which are deemed “essential,” may...more
5/12/2020
/ Coronavirus/COVID-19 ,
Court Closures ,
Court Schedules ,
DE Supreme Court ,
Electronic Filing ,
Filing Deadlines ,
Government Shutdown ,
Law & Motion Hearings ,
Operators of Essential Services ,
Statute of Limitations ,
Statute of Repose ,
Teleconferences ,
Time Extensions ,
Tolling ,
Trial Attorneys
Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more
5/11/2019
/ Appeals ,
Board of Directors ,
Books & Records ,
Burden of Proof ,
Corporate Misconduct ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Discovery ,
Electronic Communications ,
Email ,
Inspection Rights ,
Judicial Discretion ,
Mergers ,
Preponderance of the Evidence ,
Reversal ,
Section 220 Request ,
Shareholders
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends involving the Corwin doctrine, the Delaware Supreme Court's decision reaffirming its view that deal...more
The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more
11/29/2018
/ Breach of Duty ,
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 ,
Stock-for-Stock Merger ,
Third-Party ,
Void ab initio ,
Voting Requirements