Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to...more
On February 27, 2026, the Delaware Supreme Court, in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), affirmed the constitutionality of recent amendments to the Delaware General Corporation Law...more
A minority stockholder asserted that certain corporate statutory amendments enacted as part of SB 21 are unconstitutional, arguing that they impermissibly divest the Court of Chancery of its equitable jurisdiction and that...more
The Delaware Supreme Court issued a highly anticipated en banc decision in Rutledge v. Clearway Energy Group LLC on February 27, 2026, answering two certified questions from the Court of Chancery and holding that amendments...more
In a closely watched decision arising from Rutledge v. Clearway Energy, the Delaware Supreme Court upheld the constitutionality of Senate Bill 21 (“SB 21”), removing legal uncertainty surrounding the enforceability of the...more
In Rutledge v. Clearway Energy Group LLC, the Delaware Supreme Court, sitting en banc, answered two certified questions from the Court of Chancery and held that the controlling-stockholder safe harbor provisions enacted by...more
In Rutledge v. Clearway Energy Group LLC, the Delaware Supreme Court rejected constitutional challenges to the 2025 amendments to Section 144 of the Delaware General Corporation Law ("DGCL") addressing transactions involving...more
Last week, in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), the Delaware Supreme Court upheld the validity of SB 21, including the provisions that provide for its retroactive application....more
On February 27, 2026, the Delaware Supreme Court upheld recent amendments to the Delaware General Corporation Law (the DGCL) that provide safe harbor procedures for board decisions and corporate transactions involving...more
On February 27, 2026, in Rutledge v. Clearway Energy Group LLC, the Delaware Supreme Court upheld the constitutionality of significant amendments to the Delaware General Corporation Law (DGCL) designed to, among other things,...more
New Dynamic for Corporations and Controlling Stockholders- On Feb. 27, the Delaware Supreme Court unanimously upheld the constitutionality of the state's major revision to the Delaware General Corporation Law (DGCL) that...more
Pena v. MacArthur Grp. Inc., C.A. No. 2023-0412-MTZ (Del. Ch. Oct. 1, 2025) - Corporate fiduciaries, like officers, directors or controlling stockholders, face potential liability for breach of the duty of loyalty, where...more
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
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
In recent years, you may have seen an apocryphal quote that says something like: “There are decades when nothing happens, and years when decades happen.” For the legal frameworks that matter to D&O litigation risk—federal...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
As a founder, where you form your business matters. The most commonly selected state is Delaware. However, increasingly founders are considering states other than Delaware like Texas, Nevada and Wyoming. ...more
A high-profile discussion has continued among many in the market over the status of Delaware as the favored state of incorporation compared to other states. Nevada and Texas have continued to engage in competitive efforts and...more
Ban v. Manheim, C.A. No. 2022-0768-JTL (Del. Ch. May 19, 2025) - In this post-trial decision, the Court of Chancery held that a controlling stockholder’s exercise of redemption and call rights that eliminated a minority...more
Texas is in the spotlight after several companies chose to move their legal home from Delaware to Texas. In 2025, Texas overhauled the Texas Business Organizations Code (the TBOC) to make the state more attractive for...more
When a creditor who also owns significant equity exercises rights to foreclose because the debtor company is unable to meet its debt obligations, issues can arise as to whether the creditor/stockholder owes fiduciary duties...more
For decades, Delaware has been the default choice for incorporation – either at formation or in anticipation of an initial public offering (IPO). As we noted in this June 2025 CapitalXchange article, recent developments have...more