Regulatory Ramblings: Episode 74 - Global Women in AI/Corporate Director Liability: Discretionary, Not Fiduciary with Tram Anh Nguyen and Marc I. Steinberg
Conflictos de interés en Colombia, nueva regulación
Law School Toolbox Podcast Episode 384: Listen and Learn -- The Business Judgment Rule (Corporations)
Bar Exam Toolbox Podcast Episode 184: Listen and Learn -- The Business Judgment Rule (Corporations)
Dealing with an Unsolicited Offer - The Bank Account
Bill on Bankruptcy: Madoff Victims Rooting for Stanford Victory
What happens when AI has a seat in the boardroom? In the latest episode of Mintz On Air: Practical Policies, Real vs. Robot: Bots in the Boardroom, host Jen Rubin is joined by Member Melanie Levy for an unscripted...more
This article is part one of six articles in the “DExit to Texas: What You Need to Know About Reincorporating in the Lone Star State” series, which covers why Delaware companies are considering redomiciling in Texas and the...more
On April 20, 2026, Vice Chancellor J. Travis Laster issued a post-trial opinion in DSM HoldCo, Inc. v. Demoulas, C.A. No. 2025-1020-JTL (Del. Ch. Apr. 20, 2026), an action brought under 8 Del. C. § 225(a) by the parent...more
On April 20, 2026, the Delaware Court of Chancery, following a post-trial decision, upheld a board decision to suspend and terminate a long-tenured and highly successful CEO, applying the business judgment rule and rejecting...more
People typically enter into business partnerships with the best of intentions. But when things go awry down the road, the minority partner may claim that the majority owner violated a fiduciary duty by failing to act in the...more
In a post-trial opinion arising from a highly fact-intensive dispute that reads as much like a family drama as a corporate governance treatise, the Delaware Court of Chancery ruled in DSM HoldCo, Inc. v. Demoulas, C.A. No....more
In brief - Directors and management teams are asking what Justice Lee’s recent decision Star Entertainment (Star) means for M&A. The decision does not call for any radical change in how major M&A processes are run,...more
When the Delaware Supreme Court held in Maffei v. Palkon that Tripadvisor’s reincorporation from Delaware to Nevada should be reviewed under the business judgement rule and not the entire fairness standard (all but ensuring...more
New Horizons Condo. Master Ass’n, Inc. v. Harding, (Fla. 3d DCA) - An appeals court ruled that the trial court erred in judgement for condo owners in a dispute over association fees. While the court agreed that the...more
In DSM HoldCo, Inc. v. Demoulas, Vice Chancellor Laster issued a comprehensive post-trial opinion addressing fiduciary duties in the context of a closely held family business. The case involved Market Basket, a New England...more
On April 13, 2026, Vice Chancellor Bonnie W. David of the Delaware Court of Chancery dismissed three derivative lawsuits pursuant to a bylaw that designated Texas as the exclusive forum for derivative lawsuits, adopted in...more
A significant shift in Delaware law is reshaping how courts evaluate conflicted transactions involving controlling stockholders, including private fund managers that control portfolio companies. The changes make applying...more
On February 27, 2026, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted in part and denied in part defendants’ motions to dismiss in a putative stockholder class action challenging a $4 billion...more
In a significant corporate governance decision, the Federal Court of Australia has found the former chief executive officer (CEO), and the former company secretary and chief legal and risk officer (CLRO) of ASX-listed casino...more
The Delaware Supreme Court’s 2024 decision in In re Mindbody, Inc., Stockholder Litigation and other decisions limited aiding and abetting liability for arms’ length acquirers, holding that an acquirer’s passive failure to...more
Key Takeaways - A federal district court in Arkansas granted summary judgment in favor of an ESOP sponsor, its board and the ESOP trustee, rejecting claims that a two-step releveraging transaction violated ERISA fiduciary...more
Each week for the next 10 weeks, we will publish an installment of our Red Flags Everywhere! series, highlighting key risk areas that public companies and their boards of directors should keep top of mind. This week, we...more
On February 27, 2026, in Rutledge v. Clearway Energy Group LLC, the Delaware Supreme Court upheld the constitutionality of Delaware Senate Bill 21 (SB 21), which amends § 144 of the Delaware General Corporation Law....more
On March 10, 2026, ExxonMobil announced a unanimous recommendation by its board of directors that shareholders approve the company's reincorporation from New Jersey to Texas....more
In the preliminary proxy statement for its 2026 annual meeting of shareholders, Exxon Mobil Corp (“Exxon”) proposes that shareholders approve a plan to reincorporate the company in Texas, which would end its 144-year legal...more
Many corporations have changed their state of incorporation to move away from Delaware or are considering doing so. There are many reasons to consider alternative jurisdictions to Delaware but most often cited by public...more
The OCC has issued a final rule to amend the requirements for chartering of national banks to clarify the authority of national banks limited to the operations of trust companies (national trust banks) to permit them to...more
A growing number of companies are rethinking where they call home, and some are choosing to leave Delaware for Texas, a trend that’s picked up the nickname “Dexit.” With the launch of the Texas Business Court in the fall of...more