Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
Fiduciary duty claims between closely-held business owners are commonplace in litigation before the Commercial Division. A decision last fall from Suffolk County Commercial Division Justice James C. Hudson in Matter of Lehan...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
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
On December 19, 2025, the Delaware Supreme Court, sitting en banc, issued a per curiam opinion in In re Tesla, Inc. Derivative Litigation, addressing the remedy imposed by the Court of Chancery in litigation challenging...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
In January 2018, Tesla granted a “moonshot” award to Elon Musk, its founder, chair, and CEO. The award represented the largest equity award ever granted to a public company executive, anticipated to have an approximate value...more
In a much-anticipated decision issued on December 19, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s rescission of Elon Musk’s 2018 equity compensation package and, as a result, significantly cut...more
In Ameriguard Security Services, Inc. & Garcia v. Anderson, et al., Judge Maria Gall of Nevada’s Eighth Judicial District’s Business Court found that absent fraud or manifest error, the certified stockholder list maintained...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 business judgment rule is a common-law principle that generally prohibits courts from questioning the propriety of actions taken by corporate directors and officers, provided those actions are taken in good faith, with...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
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
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
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
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
Many merger and acquisition (M&A) transactions involving companies incorporated in Delaware have been subject to litigation brought in the Delaware Court of Chancery by stockholders of the acquirer or target. This report...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
Texas has reshaped its corporate landscape through four landmark laws designed to provide businesses in Texas with greater governance flexibility and reduced litigation risk....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