Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
On March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), intended to provide greater certainty to transaction planners in light of recent Delaware case law developments,...more
As discussed in Foley’s Corporate Governance Update last month, SB 21: Delaware Responds In The DExit Battle, the Delaware legislature has been moving quickly to ensure that Delaware remains the preeminent home of choice for...more
On March 25, Delaware amended two (2) sections of the Delaware General Corporation Law (“DGCL”) in response to reports that prominent corporations are considering leaving Delaware in light of several significant court...more
On March 25, 2025, the Delaware General Assembly enacted amendments to the Delaware General Corporation Law (the DGCL and such amendments, the DGCL Amendments), which were subsequently signed into law by the governor of...more
Last week, the Delaware Governor signed a bill amending Section 144 of Delaware General Corporation Law (“DGCL”) to create a safe harbor from litigation for transactions between corporations and their controlling...more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
Yesterday's post concerned the Delaware Supreme Court's decision that the business judgment rule applied to TripAdvisor's decision to reincorporate in Nevada. Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025). This...more
In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
The Coster v. UIP Companies, Inc. decision provides a framework for evaluating stockholder disenfranchisement claims. Directors should carefully consider how, and under what conditions, they will take actions that dilute...more
This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more
On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more
In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more
Yesterday’s post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster’s recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the...more