Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
On Feb. 27, the Delaware Supreme Court in Rutledge v. Clearway Energy Group LLC, No. 248, 2025 (Del. Feb. 27, 2026), upheld the constitutionality of recent amendments to Section 144 of the Delaware General Corporation Law...more
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 December 19, 2025, the Delaware Supreme Court overturned the rescission of Elon Musk’s 2018 Tesla compensation grant and instead awarded nominal damages and substantially reduced attorneys’ fees. The case stemmed from a...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 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
The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more