Navigating Disputes Within Your Health Care Practice
What happens when a majority owner makes a bad-faith capital call?
Conflictos de interés en Colombia, nueva regulación
In the Boardroom With Resnick and Fuller - Episode 1
Litigation developments: federal forum provisions
Litigation developments: fundamental shareholder rights.
Employment Law This Week®: Harassment Claims Trigger Shareholder Suits, Misclassification Standard Under Review, EEOC’s New Strategic Plan
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
CorpCast Episode 2: Advancement 101
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
To stem the recent tide of high-profile corporate “DExit” moves, Delaware has enacted Substitute 1 to Senate Bill 21 (SB 21) to amend the Delaware General Corporation Law (DGCL) effective March 25, 2025. To lure more...more
The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more
Litigation is increasingly being deployed by sophisticated asset managers not merely as a defensive cost center but as an active driver of capital appreciation. Whether as a value-unlocking tool within an existing portfolio...more
Litigation risk is an unavoidable aspect of running a business, but with thoughtful planning, exposure can be significantly reduced. From contractual disputes to employment disputes, potential legal challenges can arise at...more
The United States Court of Appeals for the Fourth Circuit, applying Virginia law, has affirmed a district court’s ruling that a “bump-up” provision in a D&O policy applied to bar indemnity coverage for the settlement of...more
Welcome back to the Class Action & MDL Roundup! This edition covers notable class actions from the first quarter of 2025. In this edition, two UK actions fail to clear a low bar, a movie isn’t a video, and spam isn’t...more
On an interlocutory appeal from a decision denying a motion to dismiss, the Delaware Supreme Court reversed, holding that stockholder challenges to TripAdvisor’s decision to reincorporate in Nevada were governed by the...more
Section 220 of the Delaware General Corporation Law (“DGCL”) was recently amended by Delaware Senate Bill 21 to reflect the Delaware legislature’s efforts to continue to provide a business-friendly environment and preserve...more
The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more
As noted in our prior blog post, on March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), were adopted by the Delaware General Assembly and signed into law by Governor Matt...more
Introduction - Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this...more
On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more
Normally, developments in corporate law are slow-moving—but not over the past year or so. Texas, among other jurisdictions, has been acting fast to capitalize on cracks in Delaware’s armor as the leading state of...more
The Delaware Supreme Court has accepted both questions certified by the Delaware Court of Chancery concerning constitutional challenges to the safe harbor provisions implemented by Senate Bill 21 (“SB21”), which became law on...more
Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for...more
Last month, Texas Governor Greg Abbott signed into law Senate Bill 29 (SB 29), introducing significant amendments to the Texas Business Organizations Code (TBOC). Chief among these are the codification of the “business...more
The Delaware Supreme Court has agreed to accept questions certified to the court relating to the constitutionality of Senate Bill 21 (SB 21), which was signed into law back in March 2025. ...more
The United States District Court for the District of New Mexico, applying New Mexico law, has held that a prior acts exclusion in a directors and officers policy barred coverage for an investor lawsuit alleging a scheme to...more
As previously discussed in our Corporate Governance Insight on March 20, 2025, certain companies and investors continue to reassess whether to incorporate or form in the state of Delaware or move to another state. A recent...more
Terrell v. Kiromic Biopharma, Inc., No. 131, 2024 (Del. Jan. 21, 2025) - In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of...more
On May 9, 2025, in Roofers Local 149 Pension Fund v. Fidelity National Financial, Inc. et al., the Delaware Court of Chancery granted a pre-trial motion to dismiss, even though the claims alleged a conflicted controller...more
Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023...more
Turnbull v. Klein, C.A. No. 2023-1125-BWD (Del. Ch. Jan. 31, 2025) - One way a plaintiff can rebut the business judgment rule is by pleading a conflicted controller transaction....more
NuVasive, Inc. v. Miles, C.A. No. 2017-0720-SG (Del. Ch. Jan. 31, 2025) - In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained...more
In a recent decision, the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted by minority unitholders in connection with the acquisition of CityMD by VillageMD. In Kahn, et al. v. Warburg Pincus, et...more