Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
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
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
On February 27, 2026, the Delaware Supreme Court, sitting en banc, affirmed the constitutionality of Delaware Senate Bill 21 (“SB 21”), which amended Section 144 of the Delaware General Corporation Law (“DGCL”) to alter the...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 issued an en banc decision upholding the constitutionality of Senate Bill 21 (“SB 21”), a 2025 law that instituted sweeping changes to Section 144 of the Delaware General...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
The Delaware Supreme Court today affirmed the constitutionality of recent amendments to the Delaware General Corporation Law (DGCL) addressing transactions involving controlling stockholders. ...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
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
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
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
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
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
On March 25, 2025, Delaware Governor Matt Meyer signed into law significant amendments to the Delaware General Corporation Law (DGCL). The changes—specifically to Sections 144 and 220—introduce new safe harbor protections for...more
In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more
Amendments to Section 144 of the Delaware General Corporation Law (DGCL) broaden safe harbor protections for interested director and officer transactions and extend such protections to controlling stockholder transactions....more
The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and...more
On March 25, Delaware governor, Matt Meyer, signed into law Substitute 1 to Senate Bill 21 (SB 21), following its rapid approval by the Delaware state legislature. This legislative measure aims to counter the current trend of...more
Delaware lawmakers recently enacted Senate Bill 21, a sweeping reform that significantly amends several sections of the Delaware General Corporation Law (DGCL). The law introduces significant revisions aimed at increasing...more
On March 25, 2025, Delaware Gov. Matt Meyer signed amendments to the Delaware General Corporation Law (DGCL), introducing notable changes to Sections 144 and 220 of the DGCL. These amendments took immediate effect and may...more
Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more
On March 25, Delaware Governor Matt Meyer enacted a sweeping reform of the state’s corporate law, signing Senate Bill 21 into effect. The bill, which received bipartisan support in the legislature, aims to attract and retain...more