Popular, Delaware General Corporation Law, Corporate Governance

Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch

Skadden, Arps, Slate, Meagher & Flom LLP on 7/23/2025

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 reshaped the landscape of merger and acquisition litigation by establishing a powerful defense for Delaware companies. Under the Corwin...more

Texas Governor Signs HB 40, Expanding Jurisdiction of the Texas Business Court - Delaware Court System Faces Increased Industry...

Katten Muchin Rosenman LLP on 6/24/2025

On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more

Director & Officer Duties: What Every Leader Should Know

Offit Kurman on 4/30/2025

Earlier this year, the FDIC, acting as receiver for Silicon Valley Bank (“SVB”), filed a breach of fiduciary duty lawsuit against six officers and eleven directors of the bank. The FDIC alleged that these individuals ignored...more

How New Delaware Amendments Impact Stockholder, Merger Agreements

DarrowEverett LLP on 10/23/2024

Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware...more

Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

Sheppard Mullin Richter & Hampton LLP on 5/24/2024

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become...more

Delaware's Status as the Favored Corporate Home: Reflections and Considerations

Wilson Sonsini Goodrich & Rosati on 4/24/2024

In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more

2023 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

Saul Ewing LLP on 7/20/2023

On July 17, 2023, Delaware Governor John Carney signed into law the 2023 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on 4/25/2023

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Court of Chancery Dismisses Caremark Claims Because of Reporting Systems

Skadden, Arps, Slate, Meagher & Flom LLP on 12/27/2022

Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more

Delaware Court of Chancery Applies MFW Factors to ‘Reverse Spinoff

Skadden, Arps, Slate, Meagher & Flom LLP on 12/26/2022

The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more

In re Tesla: fair price may ameliorate procedural defects under entire fairness review - Corporate / M&A Decisions update series

Hogan Lovells on 8/23/2022

Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more

Delaware Chancery Court Holds That Stockholders Had a “Proper Purpose” to Seek Board Materials From Opioid Distributor, and Orders...

Herbert Smith Freehills Kramer on 1/28/2020

In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more

Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy...

Sheppard Mullin Richter & Hampton LLP on 11/20/2019

In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a stockholder’s mere disagreement...more

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