As a part of Vinson & Elkins’ Texas Business Court Quarterly Update, the following update summarizes the Texas Business Court opinions—categorized by primary issue—that have been released since September 1, 2024 through the...more
7/1/2025
/ Amount in Controversy ,
Breach of Contract ,
Breach of Duty ,
Business Court ,
Commercial Litigation ,
Contract Disputes ,
Corporate Governance ,
Declaratory Judgments ,
Dispute Resolution ,
Employment Contract ,
Fiduciary Duty ,
Jurisdiction ,
Limited Partnership Agreements ,
Motion to Remand ,
Personal Jurisdiction ,
Purchase and Sale Agreements ,
Summary Judgment ,
Texas
The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more
6/25/2025
/ Acquisitions ,
Aiding and Abetting ,
Appeals ,
Breach of Duty ,
CEOs ,
CFOs ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Securities Litigation ,
Shareholder Litigation
Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more
6/13/2024
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Model ,
Delaware ,
Failure To Disclose ,
Fiduciary Duty ,
Material Misstatements ,
Pre-Closing Issues ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Redemption ,
Stocks
A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement...more
As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more
10/18/2022
/ Acquisitions ,
Board of Directors ,
Class Action ,
Continuing Legal Education ,
Corporate Officers ,
Counterparty Risk ,
Derivative Suit ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Short Selling ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Webinars
In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware. ...more
With more than 600 special purpose acquisition companies (“SPACs”) currently looking for merger partners, private companies are likely being courted by a number of SPAC suitors....more
A year ago, as the SPAC wave continued to build, we wrote that lawsuits challenging de-SPAC transactions would likely pose a question that had thus far received little attention from courts or commentators: is a de-SPAC...more
As the wave of SPAC IPOs and de-SPAC transactions continues to build, so too has the scrutiny of these transactions from the SEC and the shareholder plaintiff’s bar. On April 8, 2021, the SEC gave its clearest warning yet...more
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more