The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
The Delaware Court of Chancery, in In re Carvana Co., No. 2020-0415-KSJM (Del. Ch. June 30, 2022), applied the recently adopted Zuckerberg test for demand futility and denied the defendants’ motion to dismiss. The court found...more
Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
2/3/2022
/ Board of Directors ,
Breach of Contract ,
Bylaws ,
Caremark claim ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Indemnification ,
Pensions ,
Shareholder Litigation
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis.
The...more
11/23/2021
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Section 220 Request ,
Shareholder Litigation
The COVID-19 pandemic has created unprecedented uncertainty for all participants in the U.S. and global economy. To stem the spread of COVID-19, many local and national governments have issued significant restrictions on...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
11/14/2018
/ Board of Directors ,
Business Judgment Rule ,
Bylaws ,
Conflicts of Interest ,
Corporate Officers ,
D&O Insurance ,
Directors ,
Indemnification ,
Mergers ,
Personal Liability ,
Representations and Warranties ,
Risk Mitigation
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to give us an overview of what to expect in M&A litigation....more
11/8/2018
/ Board of Directors ,
Breach of Contract ,
Carve Out Provisions ,
Corporate Officers ,
Derivative Suit ,
Initial Public Offering (IPO) ,
Liability ,
Material Misstatements ,
Omissions ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholders
The subject of director compensation awards has been moving up the corporate governance agenda of many public companies since December 2017.
...more