Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
On January 20, 2026, in an opinion authored by Justice Gary F. Traynor, the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery that had invalidated certain provisions in a stockholder agreement...more
Nearly a year ago, Delaware passed Senate Bill 21 (SB 21) into law, enacting sweeping amendments to the Delaware General Corporation Law (DGCL). The amendments included changes to the safe harbors for interested transactions...more
On December 19, 2025, the Delaware Supreme Court reversed the Court of Chancery’s decision rescinding Elon Musk’s 2018 Tesla compensation package, thereby restoring to Musk an award that is now worth more than $100 billion....more
On December 19, 2025, the Delaware Supreme Court issued a significant decision in the long-running litigation over Tesla’s 2018 equity compensation plan for CEO Elon Musk, overturning the cancellation of his option grants....more
In January 2018, Tesla granted a “moonshot” award to Elon Musk, its founder, chair, and CEO. The award represented the largest equity award ever granted to a public company executive, anticipated to have an approximate value...more
On December 3, 2025, Chief Justice Collins Seitz, on behalf of the Delaware Supreme Court sitting en banc, upheld the Court of Chancery’s award of nominal damages in an action against a conflicted controller for breach of his...more
On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more
The following case (link) should serve as a cautionary tale for directors of Delaware corporations when taking actions that may disenfranchise stockholders, especially in the election of directors. The Delaware Supreme...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more