On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
In the wake of the Supreme Court’s Dobbs v. Jackson Women’s Health Organization decision (Dobbs), several states have already begun outlawing abortions and more states are expected to do so. Some states are also considering...more
7/15/2022
/ Abortion ,
Biden Administration ,
Department of Health and Human Services (HHS) ,
Dobbs v. Jackson Women’s Health Organization ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employees ,
Employer Liability Issues ,
Employment Policies ,
Executive Orders ,
Federal v State Law Application ,
Pregnancy ,
Roe v Wade ,
State Labor Laws ,
Travel Reimbursements
On September 23, 2021—in United Food and Commercial Workers v. Zuckerberg—the Delaware Supreme Court endorsed a new universal three-part demand futility test. The decision will likely have far-reaching consequences, including...more
9/28/2021
/ Appeals ,
Board of Directors ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Duty of Care ,
Facebook ,
Mark Zuckerberg ,
Reclassification Rules ,
Securities Litigation ,
Shareholder Litigation
On September 20, 2021, the Delaware Supreme Court took the highly unusual step of overruling its prior decision in Gentile v. Rossette. An oft-criticized precedent from 2006, Gentile created an exception allowing minority...more
9/24/2021
/ Appeals ,
Carve Out Provisions ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Tort Claims ,
Dilution ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Shareholder Litigation
Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to...more
Loos v. Immersion Corp., et. al., Case No. 12-15100, ---F.3d--- (9th Cir. 2014) -
On August 7, 2014, the Ninth Circuit issued a key opinion on the pleading of loss causation in securities class actions, ruling for the...more
In a highly anticipated decision issued June 23, 2014, the Supreme Court in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (June 23, 2014), declined an invitation to overrule the “fraud-on-the-market” presumption — a...more
In a 6-3 decision issued last week, the Supreme Court ruled in Amgen Inc. v. Connecticut Ret. Plans & Trust Funds, 568 U.S. ___, 2013 WL 691001 (Feb. 27, 2013), that shareholders bringing class actions under Section 10(b) of...more
Over the past several months, plaintiffs' lawyers have stepped up attacks on executive compensation disclosures in proxy statements. Although to date most of these attacks have been unsuccessful, the number of case filings is...more