On March 25, 2025, Delaware enacted Senate Bill 21, which introduces significant changes to the Delaware General Corporation Law. The amendments put in place a statutory structure that provides guidance on the considerations,...more
The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware...more
Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations...more
Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more
Although its final episode aired more than a decade ago, there is still debate about the ending of HBO’s critically-acclaimed series, the Sopranos. In fact, as one critic notes, “the only objectively true statement that can...more
In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” While the comparisons between piracy and M&A will take us only so far,...more