Corporate Misconduct, DE Supreme Court

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

Fenwick & West LLP on 2/7/2025

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

King & Spalding on 1/31/2023

Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

Delaware Supreme Court Decision Creates New Paradigm for Derivative Claims

Akerman LLP on 9/24/2021

On September 23, the Delaware Supreme Court issued a decision replacing the long-standing Aronson test for demand futility and instead adopts and affirms a new universal Rales-like test applied below by Vice Chancellor...more

Delaware Stockholders Need Only Present Reasonable Inference of Managerial Wrongdoing for Inspection of Company’s Records

White and Williams LLP on 11/22/2019

Section 220 of the Delaware General Corporation Law affords stockholders a qualified right to inspect a corporation's books and records. A Section 220 inspection is a powerful stockholder right, and indeed, the Delaware...more

Board Members Should Take Note — Delaware Supreme Court Issues Important Decision on Caremark Compliance Standard

The Volkov Law Group on 8/7/2019

I have long predicted that corporate board members are in for a rude awakening. Corporate boards have to improve their ability and knowledge surrounding supervision and monitoring of a company’s ethics and compliance...more

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

Skadden, Arps, Slate, Meagher & Flom LLP on 5/11/2019

Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more

Delaware Supreme Court Clarifies When Emails Should Be Produced

Skadden, Arps, Slate, Meagher & Flom LLP on 2/7/2019

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

Adding Insult to Injury: When an FCA Complaint Begets Follow-On Corporate Litigation

Bass, Berry & Sims PLC on 12/14/2018

The Delaware Supreme Court recently affirmed a decision by the Delaware Court of Chancery addressing a plaintiff’s ability to acquire key documents from a defendant company based on allegations against that company in an...more

Delaware Supreme Court Affirms Dismissal Of "Demand-Refused" Derivative Suit Regarding Alleged Misconduct In Foreign Exchange...

A&O Shearman on 6/27/2017

On June 19, 2017, the Supreme Court of Delaware affirmed the dismissal of a shareholder derivative suit against the board of directors of The Bank of New York Mellon Corporation (“BNYM”) in which plaintiff had asserted a...more

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

Bracewell LLP on 2/25/2016

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

Corporate Misconduct › DE Supreme Court

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