Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
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 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 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
In an effort to maintain its status as the leading state for incorporation, Delaware has made historic and significant changes to its General Corporation Law (DGCL) that make it more difficult for shareholders to challenge...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....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