On January 12, 2026, the Delaware Supreme Court issued an en banc opinion in Johnson & Johnson v. Fortis Advisors LLC, No. 490, 2024, 2026 WL 89452 (Del. Jan. 12, 2026), largely affirming and reversing in part a Court of...more
1/23/2026
/ Breach of Contract ,
Business Litigation ,
Contract Disputes ,
Contract Interpretation ,
Contract Terms ,
Covenant of Good Faith and Fair Dealing ,
DE Supreme Court ,
Delaware ,
Earn-Outs ,
Food and Drug Administration (FDA) ,
Fraud ,
Healthcare ,
Medical Devices ,
Merger Agreements ,
Regulatory Requirements
On November 26, 2025, Vice Chancellor Fioravanti issued a 75-page opinion dismissing plaintiffs’ complaint in DrugCrafters, L.P., et al. v. Loh, et al., C.A. No. 2024-0111-PAF. The action was brought by former Paratek...more
12/12/2025
/ Acquisition Agreements ,
Board of Directors ,
Business Judgment Rule ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fiduciary Duty ,
Investment Funds ,
Merger Agreements ,
Private Equity Firms ,
Proxy Statements ,
Revlon ,
Section 220 Request ,
Shareholder Litigation ,
Standard of Review
On September 30, 2025, U.S. District Judge Reed O’Connor entered final judgment following a bench trial in a class-action lawsuit against American Airlines and its Employee Benefits Committee (the “EBC”), finding the...more
In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more
Vinson & Elkins partners Jason Halper, Kaam Sahely, and Francisco J. Morales Barrón — adjunct professors at the University of Pennsylvania Carey Law School — sit down for conversation on why they teach and how they approach...more
1/30/2025
/ Artificial Intelligence ,
Climate Change ,
Compliance ,
Corporate Governance ,
Energy Sector ,
Environmental Social & Governance (ESG) ,
Law Students ,
Legal Technology ,
Mergers ,
Professors ,
Regulatory Requirements ,
Sustainability
With Trump’s impending inauguration, significant shifts in Environmental, Social, and Governance (ESG) policies domestically are expected, as is the overall cultural and corporate mood for ESG. Companies can anticipate a...more
1/16/2025
/ California ,
Climate Change ,
Compliance ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
State Attorneys General ,
Sustainability
On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more
1/14/2025
/ Acquisitions ,
Board of Directors ,
Conflicts of Interest ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Mergers ,
Private Equity ,
Private Equity Funds ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders
On November 8, 2024, the U.S. Securities and Exchange Commission (“SEC”) announced a settled enforcement action (the “SEC Order”) against Invesco Advisers, Inc. (“Invesco”), an investment advisory firm, for making misleading...more
11/14/2024
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Greenwashing ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Policies and Procedures ,
Securities and Exchange Commission (SEC)