Shareholders, Delaware General Corporation Law, Duty of Care

Texas Enacts Business-Friendly Reforms in Bid to Dethrone Delaware’s Corporate Dominance

Jones Day on 7/8/2025

The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more

Delaware’s Corporations Law Council Weighs In on Proposed DGCL Amendments

Alston & Bird on 3/10/2025

Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more

Developments and Trends in Delaware Officer Exculpation Charter Amendments

Mayer Brown on 6/27/2024

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more

Class Voting Distinctions between Maryland and Delaware

Venable LLP on 2/12/2024

The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more

Fiduciary Duties of Former Directors of Delaware Corporations

Jenner & Block on 1/30/2024

It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions on all material information...more

The “Long Goodbye” to Duty of Care as a Real Basis for Director Liability in M&A: The Legacy of Chancellor Allen

Dorsey & Whitney LLP on 3/16/2020

The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Skadden, Arps, Slate, Meagher & Flom LLP on 11/22/2017

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

Before Rapunzel There Was Rudabeh

Allen Matkins on 6/16/2015

In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more

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