On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more
4/8/2024
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Delaware General Corporation Law ,
General Assembly ,
Merger Agreements ,
Mergers ,
Proposed Amendments ,
Shareholders ,
Shareholders' Agreements ,
State Bar Associations ,
State Legislatures
The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more
4/1/2024
/ Analytics ,
Antitrust Division ,
Artificial Intelligence ,
Board of Directors ,
Climate Change ,
Competition ,
Compliance ,
Corporate Communications ,
Corporate Governance ,
Corporate Social Responsibility ,
Data Management ,
Data Protection ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Employer Liability Issues ,
Employment Litigation ,
Employment Policies ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Hong Kong ,
International Data Transfers ,
Machine Learning ,
Popular ,
Publicly-Traded Companies ,
Race Discrimination ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
State and Local Government ,
State Legislatures ,
Technology Sector
Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more
3/29/2024
/ Board of Directors ,
Books & Records ,
Climate Change ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Shareholder Proposals
In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more
As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. C. § 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision,...more
12/27/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Governance ,
Countervailing Duties ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fee-Shifting ,
Fiduciary Duty ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more
12/9/2022
/ Anti-Monopoly ,
Board Meetings ,
Board of Directors ,
China ,
Competition ,
Compliance ,
Corporate Counsel ,
Corporate Entities ,
Corporate Governance ,
Corporate Minutes ,
Corporate Officers ,
Cybersecurity ,
Disclosure ,
Documentation ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Exports ,
Financial Fraud ,
Financial Reporting ,
Foreign Policy ,
Joint Venture ,
Market Abuse ,
Merger Controls ,
Money Laundering ,
Non-GAAP Financial Measures ,
Revenue ,
Securities and Exchange Commission (SEC) ,
State Administration for Market Regulation (SAMR) ,
US Trade Policies
On March 22, 2022, Skadden hosted a webinar on recent developments in Delaware corporate law. Litigation partners Edward Micheletti and Jenness Parker and litigation associate Lauren Rosenello led the discussion, which...more
Takeaways -
The Delaware Supreme Court simplified the pleadings-stage test applied to derivative suits where no demand has first been made on the board.
Disputes about stockholder books-and-records requests focus...more
Delaware Rule of Evidence 502(b) codifies the attorney-client privilege and insulates from discovery “confidential communications made for the purpose of facilitating the rendition of professional legal services to the...more
The Delaware Supreme Court recently issued its highly anticipated decision in the Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. appraisal action. In a per curiam opinion, the Supreme Court reversed the Delaware...more
5/10/2019
/ Acquisitions ,
Appeals ,
Appraisal ,
Business Valuations ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Market Price ,
Mergers ,
Publicly-Traded Companies ,
Reversal ,
Synergies
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends involving the Corwin doctrine, the Delaware Supreme Court's decision reaffirming its view that deal...more
Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence -
In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more
11/18/2016
/ Acquisitions ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
Dismissals ,
Duty of Loyalty ,
Failure To Disclose ,
Financial Adviser ,
Going-Private Transactions ,
Life Sciences ,
Mergers ,
Minority Shareholders ,
Motion to Dismiss ,
Pharmaceutical Industry ,
Pleadings ,
Preliminary Injunctions ,
Proxy Statements ,
Sale of Assets ,
Shareholder Litigation ,
Special Committees