What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
A Compliance Officer Turned Board Member's Advice
The California Supreme Court’s July 21 decision in EpicentRx, Inc. v. Superior Court resolves a longstanding uncertainty around enforcement of forum selection clauses under California law, holding that the absence of jury...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
A recent English High Court decision highlights a number of key issues when seeking an order to obtain evidence in England for use in overseas proceedings. In this case, the English court declined to make the orders which had...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
On January 7, 2025, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery issued a post-trial decision in favor of defendant, a private equity fund (the “Fund”), finding that the Fund’s sale of a portfolio...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
Over the last several years, Delaware courts — especially the Court of Chancery — have seen an increase in litigation involving earnout provisions in merger agreements. Each of these cases presents unique facts reflecting the...more
The Delaware Court of Chancery recently dismissed a “hybrid” of Malone1 false disclosures and Caremark oversight claims brought by two stockholder plaintiffs. In In re FibroGen, Inc. Derivative Litigation,2 Vice Chancellor...more
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....more
The Delaware Court of Chancery has weighed in on a number of recent cases interpreting earnout provisions in transactional agreements. The Court has demonstrated a reluctance to rule against seller-plaintiffs during the...more
In the dynamic and ever-evolving landscape of mergers and acquisitions (“M&A”) and related corporate transactions, Delaware courts continue to play a pivotal role in shaping legal precedents and guiding corporate practices....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