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
6/20/2025
/ Acquisitions ,
Aiding and Abetting ,
Appeals ,
Business Litigation ,
Commercial Litigation ,
Corporate Counsel ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Mergers ,
Shareholder Litigation
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
5/16/2025
/ Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Incorporation ,
Institutional Investors ,
Private Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Spinoffs
Key Points -
- While there have been some vocal critics of Delaware corporations law, few major companies have reincorporated in other states, and Delaware incorporation continues to offer substantial benefits to companies...more
On March 25, 2025, Delaware Governor Matt Meyer signed into law amendments to the Delaware General Corporation Law (Amendments). In a February 28, 2025, client alert, we addressed the initial iteration of the Amendments, and...more
For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more
2/28/2025
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Delaware General Corporation Law ,
Director Removal ,
Enforcement Actions ,
Fiduciary Duty ,
Legislative Agendas ,
Regulatory Reform ,
Rule 144 ,
Safe Harbors ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
12/31/2024
/ Acquisitions ,
Aiding and Abetting ,
Appeals ,
Attorney's Fees ,
Board of Directors ,
Breach of Duty ,
Buyers ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Executive Compensation ,
Merger Agreements ,
Mergers ,
Nominal Damages ,
Publicly-Traded Companies ,
Ratification ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Sellers ,
Shareholders
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....more
12/30/2024
/ Aiding and Abetting ,
Attorney's Fees ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Executive Compensation ,
Nominal Damages ,
Publicly-Traded Companies ,
Ratification ,
Shareholders
Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote -
In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024)
What to...more
10/2/2024
/ Acquisitions ,
Aerospace ,
Bylaws ,
Cannabis Products ,
Class Certification ,
Commercial Litigation ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure ,
FCC ,
Fraud ,
Healthcare ,
Insider Trading ,
Life Sciences ,
Marijuana ,
Mergers ,
Pharmaceutical Industry ,
PSLRA ,
Safe Harbors ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Startups ,
Technology Sector
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more
On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more
4/8/2024
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Delaware General Corporation Law ,
General Assembly ,
Merger Agreements ,
Mergers ,
Proposed Amendments ,
Shareholders ,
Shareholders' Agreements ,
State Bar Associations ,
State Legislatures
In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more
The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more
On January 24, 2023, Skadden presented the fourth and final part of our 15th Annual Securities Litigation and Regulatory Enforcement Update series, “Developments and Trends in Delaware Law: A Review of 2022 and What to Expect...more
In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
12/21/2022
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Shareholders ,
Standard of Review
On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize...more
Class Certification -
Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs -
Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) -...more
3/2/2022
/ Class Action ,
Class Certification ,
Delaware General Corporation Law ,
Derivative Suit ,
Enforcement Actions ,
Forum Selection ,
Loss Causation ,
Pleading Standards ,
Scienter ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Standing
On February 7, 2022, Delaware’s governor signed a bill amending the Delaware General Corporation Law (DGCL) to expressly authorize Delaware corporations to purchase and maintain directors’ and officers’ (D&O) liability...more
This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021.
Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more
12/3/2021
/ Appraisal Rights ,
Arkansas Teacher Retirement System v Goldman Sachs Group ,
Board of Directors ,
Caremark claim ,
Cryptocurrency ,
DE Supreme Court ,
Delaware General Corporation Law ,
Demand Futility ,
Derivative Suit ,
Federal Rule 12(b)(6) ,
FRCP 23(b) ,
FRCP 9(b) ,
Initial Coin Offering (ICOs) ,
PSLRA ,
RICO ,
Rule 10b-5 ,
Securities Exchange Act ,
Shareholder Litigation ,
Sherman Act ,
Statute of Limitations ,
Statute of Repose
The rise in Section 220 demands (and related lawsuits) has resulted in several recent opinions that continue a trend in favor of greater access for stockholders to corporate books and records. These decisions, which are...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021.
Derivative Litigation -
Second Circuit Reverses Summary Judgment...more
3/8/2021
/ Acquisitions ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Delaware General Corporation Law ,
Derivative Suit ,
Fiduciary Duty ,
Loss Causation ,
Mergers ,
Pleading Standards ,
Ponzi Scheme ,
Proxy Statements ,
PSLRA ,
Shareholder Litigation
The Delaware Court of Chancery’s docket exploded with expedited “broken” deal litigation in 2020, driven by the impact of COVID-19. Beyond pandemic-related merger litigation, stockholder plaintiffs remained focused on claims...more
This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more