Securities and Exchange Commission (SEC), Fiduciary Duty, Delaware

Insights: The Delaware Edition - July 2025

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

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

SB21: Delaware Responds In The DExit Battle

Foley & Lardner LLP on 3/7/2025

The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more

Dropbox Discloses Plan To Move To Nevada

Allen Matkins on 2/3/2025

While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada. Last Friday,...more

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

Sheppard Mullin Richter & Hampton LLP on 7/18/2023

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Ninth Circuit Enforces Delaware Forum Selection Clause to Affirm Dismissal of Derivative Claim for Alleged Violation of Section...

Sheppard Mullin Richter & Hampton LLP on 6/14/2023

In Lee v. Fisher, No. 21-15923, 2023 U.S. App. LEXIS 13521 (9th Cir. June 1, 2023), the United States Court of Appeals for the Ninth Circuit, sitting en banc, affirmed the dismissal of a shareholder derivative complaint...more

Delaware Confirms Officers, Not Just Directors, Owe Corporate Oversight Duties

Snell & Wilmer on 3/30/2023

The Delaware Court of Chancery recently issued a decision clarifying that officers, not just directors, owe oversights duties to the corporation. Vice Chancellor Laster found that Caremark-type obligations extended to a...more

The Significance of Recent Delaware Court of Chancery SPAC Opinions

McDermott Will & Schulte on 3/8/2022

Highlighted below are several recent opinions from the Delaware Court of Chancery relating to special purpose acquisition companies (SPACs) that provide helpful guidance to sponsors, investors and practitioners. These cases...more

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