Ryan Greecher on Corporate Governance

Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more

2/6/2025 / Board of Directors , Corporate Governance , Corporate Restructuring , Delaware , Delaware General Corporation Law , Fiduciary Duty , Shareholders

Delaware's Status as the Favored Corporate Home: Reflections and Considerations

In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more

4/24/2024 / Board of Directors , California , Corporate Governance , Corporate Officers , Delaware , Delaware General Corporation Law , Franchise Taxes , Nevada , Popular , Shareholders , Texas

Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance...more

3/1/2024 / Board of Directors , Corporate Governance , Corporations Code , Delaware , Delaware General Corporation Law , Shareholder Litigation , Shareholder Rights , Shareholders , Stockholder Agreements

Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more

11/13/2023 / Acquisitions , Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Elon Musk , Mergers , Shareholders , Third-Party Beneficiaries , Twitter

Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation

With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...more

8/22/2023 / Board of Directors , Bylaws , Corporate Charters , Corporate Governance , Corporate Officers , Proxy Season , Proxy Statements , Publicly-Traded Companies , Shareholders

Delaware Court of Chancery Addresses Drag-Along Provisions and Covenants Not to Sue in the Private Company M&A Context

Vice Chancellor J. Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under Delaware law, with the result...more

5/16/2023 / Acquisitions , Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Mergers , Shareholder Litigation , Shareholder Rights , Shareholders

Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes

Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more

3/30/2023 / Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholder Rights , Shareholders , Voting Rights

Changes in Law Allow Increased Flexibility for Management of Delaware Corporations to Grant Equity Awards; Should You Take...

Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors of Delaware corporations...more

8/12/2022 / Board of Directors , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders , Stocks

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

8/3/2022 / Board of Directors , Bylaws , Corporate Charters , Corporate Counsel , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Shareholder Litigation , Shareholders

Delaware Implements New Amendments to the Delaware General Corporation Law

Effective August 1, 2022, the Delaware General Corporation Law (the DGCL)—the statutory code that governs Delaware corporations—has been amended to make several significant changes. Among other things, the amendments will...more

8/2/2022 / Board of Directors , Corporate Governance , Corporate Misconduct , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholders

Converting to a Delaware Public Benefit Corporation: Lessons from Experience

The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders' monetary interests, the...more

1/28/2022 / B Corporation , Benefit Corporations , Board of Directors , Corporate Counsel , Corporate Entities , Corporate Governance , Corporate Social Responsibility , Public Benefit Corporation , Shareholders , Sustainability

2021 Delaware Corporate Law and Litigation Year in Review

We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

Delaware Supreme Court Eliminates Gentile Dual Natured Claims

On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more

9/24/2021 / Board of Directors , C-Suite Executives , Controlling Stockholders , Corporate Governance , Corporate Officers , DE Supreme Court , Fiduciary Duty , Shareholder Litigation

Delaware Supreme Court Enforces Waiver of Statutory Appraisal Rights

Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more

9/17/2021 / Appraisal Rights , Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Directors , Fiduciary Duty , Shareholder Litigation

Delaware Court of Chancery Addresses Effects of Pandemic on Material Adverse Effect Provision and Ordinary Course Covenants in...

On November 30, 2020, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial decision addressing contractual issues related to the effects of the COVID-19 pandemic on the sale of a collection...more

12/10/2020 / Acquisitions , Corporate Governance , Delaware , Enforcement Actions , Mergers , Securities Litigation

Delaware Court of Chancery Limits Application of California Books and Records Statute to Delaware Corporations Under the Internal...

On August 13, 2020, the Delaware Court of Chancery issued an opinion, JUUL Labs, Inc. v. Grove, C.A. No. 2020-0005-JTL (Del. Ch. Aug. 13, 2020), holding that a stockholder of a Delaware corporation headquartered in California...more

8/17/2020 / Corporate Governance , Misrepresentation , Securities Fraud , Securities Litigation , Shareholder Litigation

COVID-19 Update: SEC Guidance and Practical Considerations for Virtual Annual Meetings

On March 13, 2020, the staff of the Division of Corporation Finance (staff) of the U.S. Securities and Exchange Commission (the SEC) issued guidance to assist companies, shareholders, and other market participants affected by...more

3/19/2020 / Annual Meeting , Coronavirus/COVID-19 , Corporate Governance , Publicly-Traded Companies , Relief Measures , Securities and Exchange Commission (SEC) , Virtual Meetings

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

1/7/2020 / Acquisitions , Breach of Contract , Buyers , Contract Termination , Corporate Governance , DE Supreme Court , Fraudulent Inducement , Material Adverse Effects , Merger Agreements , Mergers , Popular , Representations and Warranties , Sellers

Delaware Court of Chancery Addresses Technical Defects in Equity Issuances, Ratification of Defective Acts, and Related Fiduciary...

The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of loyalty and owed damages...more

6/22/2018 / Board of Directors , Breach of Duty , Consent , Corporate Governance , Fiduciary Duty , shareh , Shareholders , Subsidiaries , Written Consent

The Fate of Delaware "Fee-Shifting" Bylaws

A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more

7/14/2014 / Attorney's Fees , Board of Directors , Bylaws , Corporate Governance , Fee-Shifting

Ryan Greecher

Wilson Sonsini Goodrich & Rosati

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