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Vinson & Elkins LLP

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

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The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more

Fenwick & West LLP

Delaware Supreme Court Holds That Dilution Claims Against a Controller Are Solely Derivative, Overruling Prior Precedent

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Books and Records Litigation

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Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more

Carlton Fields

Is Your “Securities Claim” Actually Covered Under Your D&O Policy? A Review of In Re Verizon Insurance Coverage Appeals

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The question of what constitutes a “securities claim” in the context of public company D&O policies is often debated in insurance coverage disputes, and the answer to this question can have significant effects on the scope of...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

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The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Clarifies When Emails Should Be Produced

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On January 29, 2019, the Delaware Supreme Court provided guidance to the Court of Chancery regarding the scope of a stockholder’s inspection rights under Section 220 of the Delaware General Corporation Law or similar LLC or...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

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The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Holland & Knight LLP

Knee Deep in the Big Muddy of Director Compensation and Stockholder Ratification

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• The Delaware Supreme Court delivered a gift to the plaintiffs' bar with its recent opinion reversing the Court of Chancery's In Re Investors Bancorp, Inc. Stockholder Litigation decision. • This decision, the first...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

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• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...more

Bracewell LLP

Two Recent Delaware Decisions Further Illustrate The Scope Of Section 220 Discovery

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Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the...more

Smith Anderson

Exculpatory Provisions Provide Powerful Protection for Independent Directors

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The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions. ...more

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