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
On August 1st, the 2025 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
Mark Zuckerberg and other current and former Meta Platforms, Inc. (Meta) executives have reached a settlement with a group of Meta shareholders. The parties reached this settlement at the beginning of the second day of an...more
On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more
The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more
Delaware’s Legal System: A Foundation Businesses Can Rely On - Delaware has earned a national—and international—reputation for its sophisticated and business-friendly corporate laws....more
Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more
Our ongoing Corporate Governance Insight series about the DExodus (or DExit) (previous installments include an overview from our Corporate Governance Insight on March 20, 2025 and an update on June 11, 2025) now includes an...more
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
In a closely watched decision issued on July 21, 2025, the California Supreme Court, in EpicentRx, Inc. v. Superior Court, held that a forum selection clause requiring shareholder lawsuits to be brought in the Delaware Court...more
In the wake of headline-grabbing redomiciles many executives are reevaluating whether to form or maintain their companies in Delaware or to look instead to other jurisdictions such as Nevada and Texas. In this piece, we break...more
Amid continuing reports of corporations reincorporating from Delaware, including Simon Property Group reincorporating from Delaware to Indiana, the location of its headquarters, and Texas and Nevada recently amending their...more
In EpicentRx, Inc. v. Superior Court, Case No. S282521, 2025 WL 2027272 (Cal. July 21, 2025), the California Supreme Court held that forum selection clauses may be enforced against California plaintiffs even when the selected...more
Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more
The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not...more
In this issue, we recap significant developments in the Delaware courts affecting corporations, their boards and managements. Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch - ...more
Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more
Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more
Prior to the early 1900s, New Jersey was the preferred state of incorporation for U.S. businesses. Eager to cash in on America’s epic industrialization via franchise tax revenues, Delaware directly challenged New Jersey’s...more
Welcome to the July 2025 edition of the Jenner & Block Japan Newsletter, a publication containing updates about legal developments in the United States that may be noteworthy to our clients and other leaders in the Japanese...more
AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more
In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more
In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more
In Cleveland Integrity Services, LLC v. Byers (Del. Ch. Feb. 28, 2025), the Delaware Court of Chancery declined to enforce a two-year non-compete agreement that it found to be geographically overbroad and refused to narrow or...more
On June 17, 2025, in In re Columbia Pipeline Group Merger Litigation, the Delaware Supreme Court reversed a nearly $200 million damages award against TransCanada Corporation (TransCanada), a Canadian energy company (now TC...more
In England and the United States, legal professional privilege or attorney-client privilege is considered fundamental to the administration of justice, allowing clients to make confidential, full, and frank disclosure to...more