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Delaware Supreme Court Confirms Validity of Federal Forum Selection Bylaws for Securities Act Claims

The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings. On March 18, 2020, the Delaware Supreme Court issued its...more

Delaware Supreme Court Clarifies Ab Initio Requirement Under MFW

To obtain business judgment deference, controllers must insist on MFW’s minority protections before engaging in any substantive economic or valuation discussions. The Delaware Supreme Court’s 2014 decision in Kahn v. M&F...more

Business Judgment Rule Applies to Merger Approved by Informed, Disinterested Stockholders

Delaware Supreme Court’s ruling provides additional grounds for dismissal in post-closing stockholder litigation regarding mergers that are not subject to entire fairness review. Introduction - Clarifying a...more

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