On March 25, 2025, Delaware Gov. Matt Meyer signed Senate Bill 21 into law. The new laws amend Section 144 of Title 8 of the Delaware General Corporation Law (DGCL) to change how interested-director, interested-officer and...more
On May 1, 2024, the Delaware Supreme Court issued its decision in City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc., reversing the Delaware Court of Chancery’s dismissal of the case under the MFW...more
On April 4, 2024, the Delaware Supreme Court issued its decision in In re Match Group, Inc. Derivative Litigation, holding that the MFW framework established in Kahn v. M&F Worldwide Corp. (MFW) applies to all controlling...more
The implied covenant of good faith and fair dealing is a notoriously misunderstood doctrine. It can be invoked much less often than most people think, and its application is highly state-specific. A recent ruling from the...more
So-called Con Ed provisions emerged as M&A practitioners’ response to Consolidated Edison, Inc. v. Northeast Utilities, a 2005 case in which the 2nd U.S. Circuit Court of Appeals held that stockholder plaintiffs did not have...more
On June 6, 2023, in a unanimous decision written by Justice Karen L. Valihura, the Delaware Supreme Court affirmed the Court of Chancery’s April 27, 2022, opinion in In re Tesla Motors, Inc. Stockholder Litigation....more
In a rare finding of Revlon liability, the Delaware Court of Chancery recently sided with the plaintiffs and awarded damages post-trial in In re Mindbody, Inc., Stockholder Litigation, C.A. No. 2019-0442-KSJM....more
On Jan. 25, 2023, the Delaware Court of Chancery issued an opinion with significant implications for American corporate law. In denying the defendants’ motion to dismiss in In re McDonald’s Corporation Stockholder Derivative...more
The Delaware Court of Chancery recently weighed key issues under state law involving claims of breach of fiduciary duty in several challenged corporate transactions.
Perfection Is Not Expected: Court Finds Flawed...more
In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., decided Sept. 13, 2021, the Delaware Supreme Court upheld a lower court ruling that common stockholders’ statutory right to a court determination of the fair value of...more
On Feb. 26, 2021, the Delaware Court of Chancery ruled that the board of directors of The Williams Companies breached its fiduciary duties by adopting a stockholder rights plan, otherwise known as a poison pill, because the...more
Much ado about … not much?
While not a major paradigm shift in the fiduciary duty standard applicable to directors considering corporate change-of-control transactions, the decision in In re Nine West LBO Securities...more
A recent Delaware Court of Chancery case, Vento v. Curry, highlights Delaware courts’ treatment of financial adviser relationships, how these relationships intersect with directors’ fiduciary duties, and the importance of...more
On November 30, 2015, the Delaware Supreme Court issued an opinion affirming the Court of Chancery’s decision in In re Rural/Metro Corporation Stockholders Litigation. In the earlier decisions, the Court of Chancery found...more
The Delaware Court of Chancery recently made a series of rulings that underscore the importance of oversight by directors in performing their fiduciary duty of care, particularly as it pertains to financial advisors and their...more
On August 27, 2015 the Delaware Court of Chancery issued a post-trial decision, In re Dole Food Company, Inc. Stockholder Litigation, that held two of Dole’s directors, David Murdock and Michael Carter, personally liable for...more
9/17/2015
/ Aiding and Abetting ,
Breach of Duty ,
Business Judgment Rule ,
C-Suite Executives ,
Controlling Stockholders ,
Directors ,
Dole Food ,
Fairness Standard ,
Financial Adviser ,
Fraud ,
Going-Private Transactions ,
Personal Liability ,
Price Manipulation ,
Securities Fraud ,
Stock Prices
On June 24, 2015, Delaware Governor Jack Markell signed into law Senate Bill No. 75, “An Act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law.” The law prohibits a Delaware stock corporation from...more