Ryan Greecher on Corporate Counsel

In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial

On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more

3/22/2023 / Board of Directors , Breach of Duty , Corporate Counsel , Corporate Officers , Delaware General Corporation Law , Directors , Fiduciary Duty , Shareholder Litigation , Shareholders

Changes in Law Allow Increased Flexibility for Management of Delaware Corporations to Grant Equity Awards; Should You Take...

Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors of Delaware corporations...more

8/12/2022 / Board of Directors , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders , Stocks

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

8/3/2022 / Board of Directors , Bylaws , Corporate Charters , Corporate Counsel , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Shareholder Litigation , Shareholders

Converting to a Delaware Public Benefit Corporation: Lessons from Experience

The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders' monetary interests, the...more

1/28/2022 / B Corporation , Benefit Corporations , Board of Directors , Corporate Counsel , Corporate Entities , Corporate Governance , Corporate Social Responsibility , Public Benefit Corporation , Shareholders , Sustainability

2021 Delaware Corporate Law and Litigation Year in Review

We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

Delaware Court of Chancery Issues Additional Guidance on Busted Deals

On April 30, 2021, then-Vice Chancellor (now Chancellor) Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision addressing an array of important topics in the "busted deal" context following a...more

5/7/2021 / Acquisitions , Business Court , Business Litigation , Business Valuations , Coronavirus/COVID-19 , Corporate Counsel , Delaware , Private Equity , Private Equity Firms , Selling a Business

Delaware Supreme Court Issues Key Decision Addressing Stockholders' Rights to Access Books and Records Under Section 220 of...

Last week, the Delaware Supreme Court issued a key decision addressing stockholders' rights to access books and records under Section 220 of the Delaware General Corporation Law. Because the Supreme Court rarely weighs in on...more

12/18/2020 / Board of Directors , Books & Records , Breach of Duty , Corporate Counsel , Delaware General Corporation Law , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Court Addresses the Information Rights of Designated Directors When Conflict Arises

The Delaware Court of Chancery recently addressed important issues concerning the information rights of directors designated by a significant stockholder, as well as a board committee's ability to withhold information from...more

7/19/2018 / CBS , Controlling Stockholders , Corporate Counsel , Independent Directors , Mergers , Shareholder Litigation , Shareholders , Special Committees

New Delaware Decisions Provide Strong Support for Independent Board Decisions in the Sale of a Company

On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more

12/24/2014 / Auction , Board of Directors , C&J Energy , Corporate Counsel , En Banc Review , Fiduciary Duty , Injunctions , Merger Agreements , Revlon Standard , Solicitation

Ryan Greecher

Wilson Sonsini Goodrich & Rosati

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