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A year ago, I posited the question whether a derivative suit can survive a conversion. I raised that question in reference to Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the plaintiffs unsuccessfully...more
Delaware had barely birthed changes to Section 144 of its General Corporation Law when the Plumbers & Fitters Local 295 Pension Fund filed a complaint challenging those changes. The plaintiff seeks a declaration that the...more
Amidst a flurry of recent reincorporations—conveniently coined “DExits”—of major corporations such as Dropbox, Tesla, and potentially Meta, Delaware’s future as a corporate safe-haven faces uncertainty. Delaware has long been...more
On February 17, 2025, the Delaware General Assembly introduced a bill seeking to amend two sections in the General Corporation Law: Sections 144 and 220 of Title 8. On March 12, 2025, the Senate introduced a substitute for...more
The Delaware Court of Chancery is the nation’s preeminent business court due to the large number of businesses that call Delaware home. Both Delaware state and federal courts require Delaware counsel to be actively involved...more
Our Securities Litigation and Securities Groups examine a Delaware bill (SB 21) that would enhance the state’s legal protections for corporations and their directors, officers, and controlling stockholders....more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more
Nearly one year ago, Vice Chancellor J. Travis Laster decided to apply Delaware's most onerous standard of review, entire fairness, to the decisions of TripAdvisor, Inc. and Liberty TripAdvisor Holdings, Inc. to reincorporate...more
Effective August 1, 2024, the Delaware General Corporation Law (“DGCL”) was amended to include a new Section 122(18), pursuant to which corporations are expressly permitted to enter into contracts that: 1. restrict or...more
For more than thirty-five years, Delaware law, pursuant to Section 102(b)(7) of the Delaware General Corporation Act (DGCL), has allowed Delaware corporations to exculpate their directors from personal liability for damages...more
Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more