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After decades of dominance by Delaware, there is a renewed competition for corporate charters among states. Nevada, Texas and several others are making efforts to attract companies to initially organize or reincorporate in...more
In Ban v. Manheim, the Delaware Court of Chancery held that the exercise of a call right against a stockholder of a Delaware corporation was invalid under Section 202 of the Delaware General Corporation Law (DGCL) because the...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
On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more
The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and...more
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. The...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
On February 17, 2025, a bipartisan group of legislators seeking to “promote clarity and balance in Delaware’s corporate law” introduced Senate Bill 21 (the “Bill”) to amend the Delaware General Corporation Law (“DGCL”). If...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
In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...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
In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more
On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely...more
In In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL, the Delaware Court of Chancery allocated liability among two sell-side officers and a third-party acquirer under the Delaware Uniform...more
A recent decision by the Delaware Court of Chancery, W. Palm Beach Firefighters’ Pension Fund v. Moelis & Co. (“Moelis”), held corporate shareholder agreements are invalid if they impose certain restrictions on the Company’s...more
There are generally two ways you can control a corporation. One is by owning a majority of the stock, in which case you control the board of directors. The other is to secure control contractually, through agreements and...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
Wilson Sonsini is pleased to present the 2023 Delaware Corporate Law and Litigation Year In Review. In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer...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
On August 25, 2023, Magistrate Bonnie W. David of the Delaware Chancery Court issued a post-trial report denying stockholder requests for supplemental productions of emails from Zendesk, Inc. (the “Company”) pursuant to a...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
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
Amid a broader cooldown in the markets, 2022 nonetheless proved to be a significant year with respect to developments in Delaware corporate law and practice. The Delaware courts issued scores of opinions relevant to those in...more
On January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more