On February 17, 2025, a bipartisan coalition of Delaware lawmakers and the Governor proposed legislation that would, if enacted, address issues raised by recent Delaware judicial opinions and reincorporations by high-profile...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
The Delaware Chancery Court has issued a decision with major implications for sponsors and directors of Delaware incorporated special purpose acquisition companies (SPACs). In re MultiPlan Corp. Stockholders Litigation is a...more
1/13/2022
/ Breach of Duty ,
Business Plans ,
Entire Fairness Standard ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investment ,
Merger Agreements ,
Motion to Dismiss ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Prices
In the October 2013 issue of Quorum, Jim Woolery, Cadwalader’s Chairman-elect, noted that “the evolving dynamic between boards and the shareholders they serve presents new challenges that require a different set of tools in...more