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Corporate Misconduct › Mergers › Delaware General Corporation Law

Pillsbury Winthrop Shaw Pittman LLP

Delaware Supreme Court Erects a “Formidable Obstacle” to Proving Counterparty Aiding and Abetting Liability in Merger Transactions

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The In re Columbia Pipeline Group Merger Litigation decision clarifies that a buyer may not be found liable for aiding and abetting a seller-side breach of fiduciary duty unless the buyer had actual knowledge—not merely...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Permits Reliance on News Articles and Information Post-Dating Books and Records Demand

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On January 29, 2025, in State of Rhode Island Office of the General Treasurer v. Paramount Global (the “Decision”), the Delaware Court of Chancery issued a post-trial opinion, broadening the types of sources a stockholder may...more

White and Williams LLP

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

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

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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

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