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
In line with the national trend making noncompetes more difficult to enforce, a number of Delaware courts have recently refused to “blue pencil” overbroad noncompetition agreements and have stricken them in their entirety. As...more
In the last year, Delaware courts have issued several notable opinions that further define—and in some cases expand—the scope of liability for failures of oversight at a corporation. Claims by shareholders that one or more...more
In Kellner v. AIM ImmunoTech Inc., the Delaware Supreme Court affirmed in part and reversed in part the Delaware Court of Chancery’s closely watched ruling, which invalidated several provisions in the bylaws of AIM ImmunoTech...more
A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where...more
In early February, a Delaware bankruptcy judge set new precedent by granting a creditors’ committee derivative standing to pursue breach of fiduciary duty claims against a Delaware LLC’s members and officers. At least three...more
Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more
The Supreme Court of Delaware has held that a letter received by an insured from an attorney purporting to represent unidentified plaintiffs and forecasting future litigation did not constitute a “claim for damages” under a...more
On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for...more
The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more
The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more
Stemming a tide of Delaware decisions closely scrutinizing and refusing to enforce non-compete agreements, Delaware’s Supreme Court held that forfeiture-for-competition provisions arising out of a Delaware limited partnership...more
On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more
A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement...more
The Delaware courts have issued several noteworthy decisions in recent weeks that should have an impact on practice and stockholder litigation. Below is a brief summary of these decisions, which involved the following...more
After a brief abatement due to pandemic-related litigation delays and court closures, social inflation returned with a vengeance replete with numerous nuclear jury verdicts. Although a case in any state is capable of...more
Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more
The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more
For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior...more
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
As the preferred place of incorporation for most U.S. companies, Delaware has long been a leader in the development of statutory and common law on corporate governance. In keeping with this role, the Delaware legislature...more
MultiPlan: Chancery court assesses fiduciary duties in the context of de-SPAC transactions - The Delaware Court of Chancery declined to dismiss, at the pleading stage, breach of fiduciary duty claims made against a SPAC's...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 circumstances,...more
It’s a banner year for Delaware corporations when it comes to protecting their directors and officers. Earlier this year, the Delaware legislature took steps that will allow captives to become a more viable alternative to...more
On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more