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Disclosure Requirements Fiduciary Duty Delaware General Corporation Law

Paul Hastings LLP

Public Company Watch: Q1 2025

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The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Morris James LLP

Chancery Finds Sufficiently Pled Fiduciary Duty Claims Relating to De-SPAC Transaction

Morris James LLP on

Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024) - The Court of Chancery found that the plaintiff stated legally-sufficient claims in connection with a merger transaction against...more

Perkins Coie

Delaware Significantly Narrows Scope of Stockholder Inspection of Corporate Books and Records

Perkins Coie on

Delaware Governor Matt Meyer signed into law substantive amendments to Section 220 of the Delaware General Corporation Law (Section 220), the statute that allows stockholders of corporations organized under Delaware law to...more

K&L Gates LLP

Important New Safe Harbors and Other Clarifying Changes to Delaware Corporate Law

K&L Gates LLP on

The governor of the State of Delaware—consistent with his pledge to protect the “Delaware franchise”—recently signed into law amendments to Section 144 of the Delaware General Corporation Law (the DGCL) relating to certain...more

McGuireWoods LLP

Seismic Changes, or Welcome Clarity on Stockholder Transactions in Delaware

McGuireWoods LLP on

On March 25, 2025, Delaware Gov. Matt Meyer signed Senate Bill 21 into law. The new laws amend Section 144 of Title 8 of the Delaware General Corporation Law (DGCL) to change how interested-director, interested-officer and...more

Morris James LLP

Delaware General Corporation Law: Proposed Amendments to Sections 144 and 220

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On February 17, 2025, Delaware legislators introduced proposed Senate Bill 21, providing for amendments to Sections 144 and 220 of the Delaware General Corporation Law (DGCL)....more

Pillsbury Winthrop Shaw Pittman LLP

Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

Stinson - Corporate & Securities Law Blog

Alleged Illegal Strategy Disclosed in 10-K Excuses Demand in Suit against Directors

The Delaware Court of Chancery decision in Kandell v. Niv is based on highly unusual facts but aids in the understanding of some basic elements of the fiduciary duties of directors under Delaware law. In that case FXCM,...more

Morris James LLP

Goldman Sachs May Still Be Liable After Board's Fiduciary Duty Breach Exculpated

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Section 102(b)(7) of the Delaware General Corporation Law permits a provision in a company's certificate of incorporation that exculpates directors from monetary liability for breaches of the fiduciary duty of care. By...more

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