News & Analysis as of

Board of Directors Merger Agreements DE Supreme Court

Herbert Smith Freehills Kramer

Delaware Supreme Court reverses acquirer’s aiding and abetting liability, setting high bar, following precedent set by its recent...

On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more

Gray Reed

Delaware Supreme Court Applies Delaware Law to Determine D&O Coverage for Delaware Corporations

Gray Reed on

The Delaware Supreme Court ruled that Delaware law applies to the interpretation of directors and officers liability (“D&O”) insurance coverage issued to Delaware corporations. RSUI Indem. Co. v. Murdock, et al., 248 A.3d 887...more

Hogan Lovells

Q3 2021 Quarterly Corporate / M&A decisions updates

Hogan Lovells on

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

Pillsbury Winthrop Shaw Pittman LLP

When the Negotiator of Deal Terms Is Negotiating Personal Compensation: Lessons for Board Members

Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions. Deal negotiators should take care not to negotiate their own post-closing compensation...more

Skadden, Arps, Slate, Meagher & Flom LLP

Examining Corwin: Latest Trends and Results

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

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