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
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
As noted in our prior blog post, on March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), were adopted by the Delaware General Assembly and signed into law by Governor Matt...more
The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive...more
Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more
In its unanimous decision rendered on February 4, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s ruling in the widely followed “TripAdvisor” case (Palkon v. Maffei) regarding the standard of review...more
Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more
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
Arizona employer cannot exclude settlement communications from former employee’s retaliation complaint - In Flores v. Rafi Law Group PLLC, the plaintiff accused her law firm employer of retaliating against her by (i)...more
In Donegal Mut. Ins. Co. v. Thangavel, No. 379, 2022, 2023 Del. LEXIS 227, the Supreme Court of Delaware (Supreme Court) considered whether the Sutton Rule prevented the plaintiff from pursuing subrogation against the...more
The Delaware Supreme Court heard arguments on June 14, 2023, on a question certified to it from the Third Circuit of the U.S. Court of Appeals, as to whether medical monitoring claims can be made in Delaware without proof of...more
The Delaware Supreme Court heard arguments in late March in a lawsuit on appeal by the State of Delaware seeking to hold Monsanto as a manufacturer responsible for polychlorinated biphenyls (PCBs) that have contaminated...more
Creditors of distressed businesses are often frustrated by shareholder- controlled boards when directors pursue strategies that appear to be designed to benefit shareholders at the creditors' expense. In these...more
In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more
The Delaware Supreme Court recently decided that an agreement (sometimes referred to as a “drag along”) to waive prospectively statutory appraisal rights is fully enforceable against the common stockholders who made such...more
On September 23, 2021—in United Food and Commercial Workers v. Zuckerberg—the Delaware Supreme Court endorsed a new universal three-part demand futility test. The decision will likely have far-reaching consequences, including...more
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
SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more
The following case (link) should serve as a cautionary tale for directors of Delaware corporations when taking actions that may disenfranchise stockholders, especially in the election of directors. The Delaware Supreme...more
Express Scripts: Delaware Supreme Court holds that an otherwise undefined “deliberate fraud” carve-out to an indemnification provision is limited to intentional fraud and does not include recklessness. Specific provisions...more
New York Federal Court Dismisses Securities Fraud Claims Against Alkermes for Lack of Fraudulent Intent; Fourth Circuit Affirms District Court’s Denial of Leave to File Amended Complaint Against Triangle Capital as Futile;...more
In Dohmen v. Goodman, the Delaware Supreme Court declined to impose an affirmative fiduciary duty of disclosure on a general partner arising out of the general partner’s solicitation of capital contributions from a limited...more
The Delaware Supreme Court held on March 18 in Salzberg, et al. v. Sciabacucchi that the exclusive federal-forum provisions in certificates of incorporation for three Delaware corporations were not facially invalid....more
In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more