In this issue, we recap significant developments in the Delaware courts affecting corporations, their boards and managements.
Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch...more
7/23/2025
/ Acquisitions ,
Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Delaware ,
Dismissals ,
Fiduciary Duty ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Technology Sector
Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more
7/23/2025
/ Artificial Intelligence ,
Bylaws ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Financial Institutions ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholders ,
Technology
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
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