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
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, 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
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
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
For years, Delaware has been the default domicile for growing late-stage companies (and most companies generally, for that matter). For the reasons detailed in these CapitalXchange posts from June 2025 and September 2025,...more
On November 6, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a shareholder derivative suit challenging a substantial stock option grant awarded to the co-founder and CEO of The Trade Desk,...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
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
The number and total aggregate amount of settlements in merger and acquisition (M&A)-related lawsuits in the Delaware Court of Chancery have increased substantially since 2019, according to a new report released today by...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
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 Ban v. Manheim, the Delaware Court of Chancery held that the exercise of a call right against a stockholder of a Delaware corporation was invalid under Section 202 of the Delaware General Corporation Law (DGCL) because the...more
In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more
Key Points - - While there have been some vocal critics of Delaware corporations law, few major companies have reincorporated in other states, and Delaware incorporation continues to offer substantial benefits to companies...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