On March 25, 2025, Senate Bill 21, which significantly amends the Delaware General Corporation Law (DGCL), passed the Delaware General Assembly and was signed into law by Governor Matt Meyer....more
The Council of the Corporation Law Section of the Delaware State Bar Association has proposed amendments to the Delaware General Corporation Law that, if enacted by the General Assembly, will address issues raised in three...more
In a case with implications for companies with controlling stockholders, the Delaware Supreme Court held that the MWF Doctrine applies to any transaction involving a controlling shareholder receiving a non-ratable benefit,...more
In the case of Carvana Co. Stockholders Litigation, the Delaware Court of Chancery followed the special litigation committee’s (SLC’s) recommendation and dismissed a stockholder complaint alleging that the company’s...more
In the case of TripAdvisor Inc., the Delaware Court of Chancery held that the corporation’s decision to reincorporate in Nevada is subject to the entire fairness standard. The court found that, based on the facts pled,...more
The Delaware Supreme Court heard oral argument on December 13, 2023 in a case that will decide whether transactions involving controlling stockholders outside of the merger context may be subject to deferential business...more
Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more
In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more