In the last edition of the SPAC Notebook, we examined the current risks to SPACs incorporating in the Cayman Islands. In this edition, we turn our focus to Delaware and its new set of amendments to the Delaware General...more
On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more
On December 14, 2017, the Delaware Supreme Court issued its much-anticipated opinion in the Dell appraisal case, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., affirming in part, and reversing in part, the...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more
The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more
A recent Delaware Supreme Court decision has changed the rules for post-transaction litigation review for “going-private transactions.” The court described the conditions necessary for such a transaction to be judged by the...more
In In re Orchard Enterprises, Inc. Stockholder Litigation, the Delaware Court of Chancery held that the entire fairness standard of review applied to a going-private transaction with a controlling stockholder, even though the...more