On July 21, 2025, the California Supreme Court issued a decision in EpicentRx, Inc. v. Superior Court of San Diego County, which held that an exclusive forum-selection clause designating a forum where a civil jury trial would...more
7/22/2025
/ Business Litigation ,
CA Supreme Court ,
Corporate Governance ,
Forum Selection ,
Jurisdiction ,
Jury Trial ,
Litigation Strategies ,
Public Policy ,
Shareholder Litigation ,
Shareholders ,
State Constitutions
With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more
In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more
On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
2/7/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Independent Directors ,
Shareholder Litigation ,
Tesla