On February 17, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL) were proposed directly by the Delaware General Assembly via Senate Bill No. 21, signaling important updates for...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
On April 28, 2022, Vice Chancellor Slights of the Delaware Chancery Court issued a verdict for the defense in In re Tesla Motors, Inc. Stockholder Litigation, a long-running derivative lawsuit challenging the 2016 acquisition...more
...Legal Circumstances in Which Independence Is Important - The "business-judgment rule" is a presumption that in making business decisions the directors or managers acted or chose not to act on an informed basis, in good...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
On November 12, 2019, the Canadian Securities Administrators (CSA) published Multilateral Staff Notice 51-359 Corporate Governance Related Discourse Expectations for Reporting Issuers in the Cannabis Industry ("MSN51-359") to...more
The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more
On November 28, 2016, Governor Cuomo signed into law Chapter 466 of the Laws of New York of 2016 (Assemb. Bill 10365B) (the “2016 Amendment”). The 2016 Amendment is intended to “improve and make clarifying amendments to the...more