The Fate of Delaware "Fee-Shifting" Bylaws
A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations....
View ArticleTrinity Wall Street v. Wal-Mart Stores, Inc. Provides New (But Limited)...
A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to...
View ArticleNew Delaware Decisions Provide Strong Support for Independent Board Decisions...
On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision...
View ArticleDelaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming...
On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court...
View ArticleDelaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed...
In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v....
View ArticleDelaware Court of Chancery Addresses Technical Defects in Equity Issuances,...
The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of...
View ArticleDelaware Court Addresses the Information Rights of Designated Directors When...
The Delaware Court of Chancery recently addressed important issues concerning the information rights of directors designated by a significant stockholder, as well as a board committee's ability to...
View ArticleDelaware Court of Chancery Finds a Material Adverse Effect and Permits...
In a 246-page post-trial decision issued this week, the Delaware Court of Chancery ruled that a buyer could terminate a $4.75 billion public company acquisition because of material adverse effects that...
View ArticleDelaware Court of Chancery Addresses Duties and Exposure of Activist...
In a 137-page post-trial opinion, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that an activist stockholder of PLX Technology (PLX) had acted through a principal who served...
View ArticleDelaware Court of Chancery Issues Noteworthy Decision Denying Section 220...
The Delaware Court of Chancery recently denied two books and records demands made by stockholders of Facebook, Inc. that sought to investigate alleged wrongdoing surrounding Facebook's executive...
View ArticleDelaware Court of Chancery Declines to Find a Material Adverse Effect and...
On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties...
View ArticleCOVID-19 Update: SEC Guidance and Practical Considerations for Virtual Annual...
On March 13, 2020, the staff of the Division of Corporation Finance (staff) of the U.S. Securities and Exchange Commission (the SEC) issued guidance to assist companies, shareholders, and other market...
View Article2020 Delaware Statutory Amendments Reduce Barriers to Becoming a Public...
Acting in virtual sessions in June 2020, Delaware's General Assembly approved a set of amendments to the Delaware General Corporation Law (DGCL) proposed by the state's bar association, which the...
View ArticleDelaware Court of Chancery Limits Application of California Books and Records...
On August 13, 2020, the Delaware Court of Chancery issued an opinion, JUUL Labs, Inc. v. Grove, C.A. No. 2020-0005-JTL (Del. Ch. Aug. 13, 2020), holding that a stockholder of a Delaware corporation...
View ArticleDelaware Court of Chancery Addresses Effects of Pandemic on Material Adverse...
On November 30, 2020, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial decision addressing contractual issues related to the effects of the COVID-19 pandemic on...
View ArticleDelaware Supreme Court Issues Key Decision Addressing Stockholders' Rights to...
Last week, the Delaware Supreme Court issued a key decision addressing stockholders' rights to access books and records under Section 220 of the Delaware General Corporation Law. Because the Supreme...
View ArticleDelaware Court of Chancery Orders Facebook to Produce Books and Records,...
Earlier this month, the Delaware Court of Chancery added to a string of significant recent decisions under Section 220, Delaware's books and records statute, this time addressing when a company may be...
View ArticleDelaware Court of Chancery Issues Additional Guidance on Busted Deals
On April 30, 2021, then-Vice Chancellor (now Chancellor) Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision addressing an array of important topics in the "busted...
View ArticleDelaware Supreme Court Enforces Waiver of Statutory Appraisal Rights
Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated...
View ArticleDelaware Supreme Court Eliminates Gentile Dual Natured Claims
On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of...
View Article2021 Delaware Corporate Law and Litigation Year in Review
We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of...
View ArticleConverting to a Delaware Public Benefit Corporation: Lessons from Experience
The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders'...
View ArticleDelaware Implements New Amendments to the Delaware General Corporation Law
Effective August 1, 2022, the Delaware General Corporation Law (the DGCL)—the statutory code that governs Delaware corporations—has been amended to make several significant changes. Among other things,...
View ArticleDelaware Court of Chancery Blesses MFW Process and Dismisses Challenge to...
On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F...
View ArticleChanges in Law Allow Increased Flexibility for Management of Delaware...
Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors...
View ArticleIn Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and...
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for...
View ArticleDelaware Court of Chancery Issues Important Ruling for Multi-Class Companies...
Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under...
View ArticleDelaware Court of Chancery Addresses Drag-Along Provisions and Covenants Not...
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under...
View ArticleDelaware Court of Chancery Issues Decision on Disney Board’s Obligations in...
On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney)...
View ArticleLessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer...
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are...
View ArticleDelaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted...
On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and...
View ArticleDelaware Court of Chancery Addresses Validity of Stockholder Agreement-Based...
On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large...
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