Jason Chohonis

Hogan Lovells

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Delaware court finds corporate charter cannot incorporate private agreement by reference

In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more

2/3/2025 / Board of Directors , Business Entities , Contract Terms , Corporate Governance , Corporate Misconduct , Corporate Restructuring , Delaware General Corporation Law , Initial Public Offering (IPO) , Shareholder Litigation , Shareholders

2024 Securities, Shareholder, and M&A Litigation Outlook

2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more

4/16/2024 / Acquisitions , Board of Directors , Books & Records , Breach of Duty , Fiduciary Duty , Mergers , Section 220 Request , Shareholder Litigation , Shareholders

Delaware court holds Corwin does not cleanse claims based on “enduring alleged entrenchment devices”

In In re Edgio Stockholders Litigation, No. 2022-0624-MTZ (Del. Ch. May 1, 2023) the Delaware Court of Chancery, in denying a motion to dismiss, evaluated a stockholder action to enjoin a transaction in light of one party’s...more

10/25/2023 / Board of Directors , Breach of Duty , Corwin Doctrine , Fiduciary Duty , Shareholder Litigation , Shareholders

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