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Today's Popular Updates › Delaware General Corporation Law

A repository for the most well-read content on JD Supra at any given time, along with occasional roundups of popular content by specific topic. Also stop by for monthly recaps of hot articles for the previous... more +
A repository for the most well-read content on JD Supra at any given time, along with occasional roundups of popular content by specific topic. Also stop by for monthly recaps of hot articles for the previous thirty days. less -
Dechert LLP

Delaware Governor Signs Controversial “Market-Practice” Amendments to General Corporation Law

Dechert LLP on

Amendments were adopted to restore market practices impacted by three recent Court of Chancery decisions. Amendments simplify the approval of a merger by a board of directors, thereby removing the potential for certain...more

Sheppard Mullin Richter & Hampton LLP

Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

Sheppard Mullin Richter & Hampton LLP on

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become...more

Wilson Sonsini Goodrich & Rosati

Delaware's Status as the Favored Corporate Home: Reflections and Considerations

Wilson Sonsini Goodrich & Rosati on

In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - July 2023

Dechert LLP on

Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause; Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;...more

Saul Ewing LLP

2023 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

Saul Ewing LLP on

​On July 17, 2023, Delaware Governor John Carney signed into law the 2023 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Hogan Lovells

2023 securities, shareholder, and M&A litigation outlook - April 2023

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In this past year, we saw an uptick in in-person court proceedings as the effects of the pandemic subsided, a decrease in pandemic-related litigation, and a return to many of the core issues facing Delaware companies...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Dismisses Caremark Claims Because of Reporting Systems

Skadden, Arps, Slate, Meagher & Flom LLP on

Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court of Chancery Applies MFW Factors to ‘Reverse Spinoff

Skadden, Arps, Slate, Meagher & Flom LLP on

The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more

Hogan Lovells

In re Tesla: fair price may ameliorate procedural defects under entire fairness review - Corporate / M&A Decisions update series

Hogan Lovells on

Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more

Goodwin

Delaware Chancery Court Clears Musk of Breach of Fiduciary Duty Claim

Goodwin on

On April 27, 2022, the Delaware Court of Chancery in In re Tesla Motors Stockholder Litigation rendered a post-trial verdict finding for Elon Musk, co-founder and CEO of Tesla Motors, Inc., on claims that Musk breached his...more

Hogan Lovells

Q1 2022 Quarterly Corporate / M&A decisions updates

Hogan Lovells on

Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

Goodwin on

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Finds No Showing of Actionable Claim Required to Inspect Books and Records

Cadwalader, Wickersham & Taft LLP on

In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more

Kramer Levin Naftalis & Frankel LLP

Delaware Chancery Court Holds That Stockholders Had a “Proper Purpose” to Seek Board Materials From Opioid Distributor, and Orders...

Kramer Levin Naftalis & Frankel LLP on

In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy...

Sheppard Mullin Richter & Hampton LLP on

In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a stockholder’s mere disagreement...more

Troutman Pepper

Legal Considerations for Establishing Operations in the United States

Troutman Pepper on

The business climate in the United States, though subject to business cycles, is the largest, most dynamic and durable in the world....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

Skadden, Arps, Slate, Meagher & Flom LLP on

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

Wilson Sonsini Goodrich & Rosati on

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Litigation Developments Impacting Financial Advisors

Skadden, Arps, Slate, Meagher & Flom LLP on

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

A&O Shearman

Blockchain Technology Developments in Delaware

A&O Shearman on

While cryptocurrencies have captured the attention of many, the blockchain technology underlying these instruments has potentially far-reaching implications in many other fields. Consistent with its reputation as a...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

Skadden, Arps, Slate, Meagher & Flom LLP on

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Allen Matkins

Nevada Precedes Delaware In Blockchain Legislation

Allen Matkins on

On July 21, 2017, Delaware’s 74th Governor, John Carney, signed SB 69 into law. This legislation amended various provisions of Delaware’s General Corporation Law (Title 8, Delaware Code) ostensibly to establish express...more

Farrell Fritz, P.C.

Unchained: Delaware Authorizes Blockchain Technology for Corporate Records

Farrell Fritz, P.C. on

On August 1, 2017, Delaware became the first state to allow corporations to record issuances, transfers and ownership of stock using blockchain technology. The amendments were passed by the Delaware State Senate and House of...more

Proskauer - New Media & Technology

Delaware Authorizes Stocks on Blockchain

Proskauer - New Media & Technology on

On July 21st, Delaware Governor John Carney Jr. signed SB 69 into law. SB 69 amends the Delaware General Corporation Law (“DGCL”) to explicitly authorize the use of distributed ledger technology in the administration of...more

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