Shannon German on Shareholders

Delaware's Status as the Favored Corporate Home: Reflections and Considerations

In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more

4/24/2024 / Board of Directors , California , Corporate Governance , Corporate Officers , Delaware , Delaware General Corporation Law , Franchise Taxes , Nevada , Popular , Shareholders , Texas

Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes

Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more

3/30/2023 / Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholder Rights , Shareholders , Voting Rights

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

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 Addresses Outside Director’s Use of Another Entity’s Email Account for Board Communications

The Delaware Court of Chancery recently addressed whether an outside director’s use of another entity’s email account would require the director to turn over emails from that account in stockholder litigation relating to his...more

10/5/2021 / Board of Directors , Corporate Communications , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Email , Email Policies , Publicly-Traded Companies , Shareholders

Chancellor McCormick Provides Helpful Guidance on Pre-Suit Litigation Demands Under Delaware Law

Last month, Delaware's new Chancellor Kathaleen S. McCormick issued a decision largely dismissing challenges to board action after finding that the plaintiff's emails to the board constituted pre-suit litigation demands, and...more

7/7/2021 / Board of Directors , Corporate Counsel , Corporate Governance , Derivative Complaint , Derivative Suit , Derivatives , Pre-Suit Notice , Shareholder Litigation , Shareholders

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 of Chancery Issues Noteworthy Decision Denying Section 220 Demand and Reinforcing Judicial Deference on Executive...

The Delaware Court of Chancery recently denied two books and records demands made by stockholders of Facebook, Inc. that sought to investigate alleged wrongdoing surrounding Facebook's executive compensation practices at a...more

11/7/2019 / Books & Records , Business Judgment Rule , Duty of Loyalty , Executive Compensation , Facebook , Section 220 Request , Shareholder Litigation , Shareholders

Shannon German

Wilson Sonsini Goodrich & Rosati

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