On March 25, 2025, Delaware Governor Matt Meyer signed into law Senate Bill 21, amending Sections 144 and 220 of Title 8 of the Delaware General Corporation Law (DGCL). The legislation responds to recent concerns over...more
In its unanimous decision rendered on February 4, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s ruling in the widely followed “TripAdvisor” case (Palkon v. Maffei) regarding the standard of review...more
2/28/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Corporate Restructuring ,
DE Supreme Court ,
Delaware ,
Fiduciary Duty ,
Reversal ,
Shareholder Litigation ,
Shareholders ,
Standard of Review
On October 16, 2024, in Cytotheryx, Inc. v. Castle Creek Biosciences (Cytotheryx), the Delaware Court of Chancery underscored the limitations of integration clauses in merger agreements in barring claims based on...more
On June 21, 2024, the U.S. Department of Treasury (“Treasury”) issued a notice of proposed rulemaking (“Proposed Rule”) that would regulate certain U.S. transactions with persons of a country of concern involved in the...more
7/16/2024
/ Artificial Intelligence ,
Comment Period ,
Covered Transactions ,
Foreign Investment ,
Foreign Persons ,
Information Technology ,
Machine Learning ,
NPRM ,
Prohibited Transactions ,
Proposed Rules ,
Public Comment ,
Quorum ,
Regulatory Agenda ,
Rulemaking Process ,
Semiconductors ,
U.S. Treasury
On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) finalized and adopted rules on climate-related disclosures for public companies, including foreign private issuers, that are less onerous than the...more
4/18/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Regulation