In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more
6/26/2024
/ Acquisitions ,
Board of Directors ,
Business Judgment Rule ,
Commercial Litigation ,
Corporate Governance ,
DE Supreme Court ,
Disclosure ,
Disclosure Requirements ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Securities Litigation
The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more
6/26/2024
/ Acquisitions ,
Board of Directors ,
Business Judgment Rule ,
Commercial Litigation ,
Corporate Governance ,
DE Supreme Court ,
Disclosure ,
Disclosure Requirements ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Securities Litigation
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)
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
6/12/2023
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
CEOs ,
Corporate Governance ,
Corporate Officers ,
Data Preservation ,
Disclosure Requirements ,
Duty of Oversight ,
Evidence ,
Fiduciary Duty ,
Mergers ,
Oracle ,
Oversight Duties ,
Publicly-Traded Companies ,
Revlon ,
Shareholders ,
Spoliation
In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more
6/12/2023
/ Aiding and Abetting ,
Breach of Duty ,
Business Litigation ,
CEOs ,
Damages ,
Disclosure ,
Disclosure Requirements ,
Fiduciary Duty ,
Investors ,
Judicial Review ,
Liability ,
Private Equity Firms ,
Revlon ,
Shareholder Litigation
The mere potential for a prominent, highly respected officer, director and minority holder to influence a board’s decision to approve a deal where the minority holder sits on both sides is insufficient to confer controller...more
The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more
12/26/2022
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Popular ,
Securities Litigation ,
Shareholder Litigation ,
Shareholders
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
12/21/2022
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Shareholders ,
Standard of Review
In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision to enforce a waiver of appraisal rights included in a stockholders agreement executed by...more
In one week, the Delaware Supreme Court handed down two important opinions simplifying Delaware law on derivative claims.
On September 23, 2021, in United Food and Commercial Workers Union and Participating Food Industry...more
10/1/2021
/ Board of Directors ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dilution ,
Entire Fairness Standard ,
Facebook ,
Mark Zuckerberg ,
Minority Shareholders ,
Personal Benefit ,
Stare Decisis