Navigating Disputes Within Your Health Care Practice
What happens when a majority owner makes a bad-faith capital call?
Conflictos de interés en Colombia, nueva regulación
In the Boardroom With Resnick and Fuller - Episode 1
Litigation developments: federal forum provisions
Litigation developments: fundamental shareholder rights.
Employment Law This Week®: Harassment Claims Trigger Shareholder Suits, Misclassification Standard Under Review, EEOC’s New Strategic Plan
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
CorpCast Episode 2: Advancement 101
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
In re Santander Consumer USA Hldgs. Inc. S’holders’ Litig., C.A. No. 2022-0689-LWW (Del. Ch. Mar. 31, 2025) - This class action challenged the fairness of a buyout. The case settled on the eve of trial after years of...more
On June 26, 2025, in In re The Boeing Co. Deriv. Litig., Vice Chancellor Morgan Zurn of the Delaware Court of Chancery ordered a stay of all discovery pending the Court’s resolution of Defendants’ motion to dismiss...more
On August 8, 2025 in Kim, et al. v. FemtoMetrix, Inc., the Delaware Court of Chancery permitted the amendment of a stockholders agreement without the consent of an adversely impacted investor, even though both the intent and...more
In In re Dura Medic Holdings, Inc. Consolidated Litigation, the Delaware Court of Chancery held that Revlon review (i.e., the obligation of the board of directors of a Delaware corporation to seek the best price reasonably...more
On March 25, 2025, Delaware Governor Matt Meyer signed into law significant amendments to the Delaware General Corporation Law (DGCL). The changes—specifically to Sections 144 and 220—introduce new safe harbor protections for...more
This page provides an update on Cornerstone Research’s analysis of settlement outcomes for parallel derivative lawsuits, in which a shareholder derivative action features the same or similar allegations as a securities class...more
In re Sears Hometown and Outlet Stores, Inc. S’holder Litig., Consol. C.A. No. 2019-0798-JTL (Del. Ch. Mar. 21, 2025) After the Court awarded damages post-trial of $.87 per share to stockholders whom the Court found had been...more
In Ban v. Manheim, the Delaware Court of Chancery held that the exercise of a call right against a stockholder of a Delaware corporation was invalid under Section 202 of the Delaware General Corporation Law (DGCL) because the...more
Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more
The first half of 2025 saw numerous developments in the strategies and counterstrategies between corporations and their stockholders in efforts to find the most favorable law and courts to decide disputes between them....more
Mark Zuckerberg and other current and former Meta Platforms, Inc. (Meta) executives have reached a settlement with a group of Meta shareholders. The parties reached this settlement at the beginning of the second day of an...more
The In re Columbia Pipeline Group Merger Litigation decision clarifies that a buyer may not be found liable for aiding and abetting a seller-side breach of fiduciary duty unless the buyer had actual knowledge—not merely...more
The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more
Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more
In a closely watched decision issued on July 21, 2025, the California Supreme Court, in EpicentRx, Inc. v. Superior Court, held that a forum selection clause requiring shareholder lawsuits to be brought in the Delaware Court...more
In EpicentRx, Inc. v. Superior Court, Case No. S282521, 2025 WL 2027272 (Cal. July 21, 2025), the California Supreme Court held that forum selection clauses may be enforced against California plaintiffs even when the selected...more
Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more
On July 21, 2025, the California Supreme Court issued an opinion in EpicentRx, Inc. v. Superior Court of San Diego County, overturning the lower courts’ decision to decline enforcement of a forum selection clause requiring...more
The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not...more
Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more
In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more
In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more
When a company experiences an adverse event, it and its directors and officers are often subject to multiple shareholder lawsuits and demands. These matters proceed on different timelines, creating scenarios in which...more
In England and the United States, legal professional privilege or attorney-client privilege is considered fundamental to the administration of justice, allowing clients to make confidential, full, and frank disclosure to...more
On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more