Jason Schoenberg

Wilson Sonsini Goodrich & Rosati

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Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more

2/6/2025 / Board of Directors , Corporate Governance , Corporate Restructuring , Delaware , Delaware General Corporation Law , Fiduciary Duty , Shareholders

Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

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 acquisitions: if one of the parties...more

11/13/2023 / Acquisitions , Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Elon Musk , Mergers , Shareholders , Third-Party Beneficiaries , Twitter

Delaware Courts Continue Strict Review of Compensation Matters; Practical Advice on Decision-Making Processes

On April 27, 2022, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued an opinion, on a motion to dismiss, addressing several important governance topics about director and officer compensation—including...more

6/13/2022 / Board of Directors , Compensation & Benefits , Corporate Counsel , Corporate Governance , Delaware , Executive Compensation , Fiduciary Duty , Publicly-Traded Companies , Shareholders

2021 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 significant interest to...more

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

Delaware 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 deal" context following a...more

5/7/2021 / Acquisitions , Business Court , Business Litigation , Business Valuations , Coronavirus/COVID-19 , Corporate Counsel , Delaware , Private Equity , Private Equity Firms , Selling a Business

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