Jason Schoenberg

Wilson Sonsini Goodrich & Rosati

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Latest Posts › Fiduciary Duty

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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

Recent Delaware Law Developments and Proposed Legislative Responses

The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more

4/15/2024 / Acquisitions , Board of Directors , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Fiduciary Duty , Mergers , Proposed Legislation , Shareholders , Stockholder Agreements

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

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