Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
In 2025, Delaware, Texas, and Nevada enacted corporate law changes that reshape fiduciary liability and stockholder litigation risk. Our Financial Services Litigation and Securities Litigation Teams outline how these reforms...more
For Delaware corporate governance litigators, 2025 ended where it began. In this second installment of Season's Readings, we look back at some significant decisions from Delaware courts. At the beginning of 2025, the singular...more
The business judgment rule is a common-law principle that generally prohibits courts from questioning the propriety of actions taken by corporate directors and officers, provided those actions are taken in good faith, with...more
On November 5, 2025, the Delaware Supreme Court heard oral argument in a case that could reshape Delaware’s corporate law landscape. At issue is Senate Bill 21 (SB 21)—a sweeping amendment to the Delaware General Corporation...more
Thinking about where to incorporate your company? While Delaware has long been the go-to choice for startups formed as corporations in the US, we’ve observed that recent changes in the legal landscape and statements by public...more
Texas has reshaped its corporate landscape through four landmark laws designed to provide businesses in Texas with greater governance flexibility and reduced litigation risk....more
In our March article ‘O-H!’ ‘I-N-C!’, we explored why several well-known companies, including Tesla and TripAdvisor, are leaving Delaware and why Ohio presents a compelling alternative. Since then, Delaware has responded with...more
Introduction - Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this...more
On May 9, 2025, in Roofers Local 149 Pension Fund v. Fidelity National Financial, Inc. et al., the Delaware Court of Chancery granted a pre-trial motion to dismiss, even though the claims alleged a conflicted controller...more
Turnbull v. Klein, C.A. No. 2023-1125-BWD (Del. Ch. Jan. 31, 2025) - One way a plaintiff can rebut the business judgment rule is by pleading a conflicted controller transaction....more
In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more
Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada...more
Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman. Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom...more
The Delaware Legislature passed, and Delaware Gov. Matt Meyer signed on March 25, 2025, the landmark Senate Bill 21. Senate Bill 21 amends the Delaware General Corporation Law (the "DGCL") in significant ways, with broad...more
On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re Oracle Corp. Derivative Lit., finding that a less than 50% stockholder does not owe fiduciary duties absent evidence of either...more
Controlling stockholders owe fiduciary duties to other stockholders that minority stockholders do not. A holder of over 50% of a corporation’s voting power is clearly a controlling stockholder. As a consequence, transactions...more
Yesterday's post concerned the Delaware Supreme Court's decision that the business judgment rule applied to TripAdvisor's decision to reincorporate in Nevada. Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025). This...more
On April 4, 2024, the Delaware Supreme Court held in In re Match Group Inc., Derivative Litigation that the entire fairness standard of review applies to all controlling stockholder transactions in which a controller receives...more
In In re Match Group Deriv. Litig., the Delaware Supreme Court affirmed in part and reversed in part the lower court’s decision on the appropriate standard of review and the application of Kahn v. M & F Worldwide Corp., 88...more
On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court held that the dual procedural protections announced in the seminal case of Kahn v. M & F Worldwide Corp. (MFW) are required in order to shift the...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework...more
In a case with implications for companies with controlling stockholders, the Delaware Supreme Court held that the MWF Doctrine applies to any transaction involving a controlling shareholder receiving a non-ratable benefit,...more