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
Recent decisions show that the Corwin doctrine is still a powerful tool for winning dismissals.
Where’s the Beef? Delaware Courts Nix Unripe Challenges to Advance Notice Bylaws and Uphold Bylaws Adopted ‘on a Clear Day’
Where stockholders try to invalidate advance notice bylaws, Delaware courts have insisted that their complaints involve an actual, and not merely hypothetical, dispute, and have upheld reasonable bylaws when they were not adopted in response to a threat.
Robo-Counsel: Court of Chancery Cautions Litigants About Using Generative AI To Draft Court Filings
A recent Court of Chancery ruling suggests best practices for litigants who use artificial intelligence in preparing court filings.
Delaware Rulings on Ambiguity, Materiality and Damages in M&A Indemnification Provisions Highlight the Importance of Careful Drafting
Three recent decisions involving indemnification provisions linked to representations and warranties in merger agreements underscore the importance of defining the scope of indemnification, the circumstances in which compliance is material and the method of calculating damages.
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