Sky Blog
Ask whether a shareholder may submit a proposal to a U.S. corporation, examine the corporation’s records, or file a derivative suit, and the accurate answer is now another question: How much stock does the shareholder own? In a new article…
In an important decision interpreting the new Section 144 of the Delaware General Corporation Law—added by the adoption of SB 21 in 2025—the Court of Chancery last week preliminarily enjoined a proposed recapitalization of Cloudflare, Inc. designed to preserve founder …
Anthropic, a public benefit corporation (PBC), continues to offer food for thought on corporate governance and its mission to develop AI responsibly and for the long-term benefit of humanity. The frontier AI laboratory is preparing to enter public markets with …
In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P. (Del. Ch. July 29, 2026), the Delaware Court of Chancery confronted an issue of first impression: how, if at all, the Revlon enhanced-scrutiny framework applies when the board of …
In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure requirements that are not explicitly spelled out in the corporation’s …
Delaware corporate law demands neither omniscience nor infallibility from directors, but rather a good-faith effort. The Delaware Court of Chancery reaffirmed that principle yesterday in a decision dismissing claims that current and former directors of Boeing breached their oversight duty …
In resolving a significant issue of first impression, the Delaware Court of Chancery held today that directors of public benefit corporations approving a change-of-control transaction are not required to maximize stockholder value. Drakes Landing Assocs., L.P. v. Tilden Park Cap. …
Much of the law governing corporate artificial intelligence rests on a single premise: that the a company’s protection against legal liability depends on the quality of the record it can produce. Directors defend oversight claims with minutes and charters. Issuers …
For a century, Delaware has dominated American corporate law by securing incorporations from most public companies. This market share made Delaware law a common language among American business lawyers and law professors. Outsize attention to Delaware leaves other states, like …
In a new paper, I offer three interpretations of stakeholder theory—one economic, one philosophical, and one political.
Traditional principles of corporate law require directors to manage the corporation for the benefit of its shareholders. Stakeholder …
For decades, public corporations have generally treated Delaware as the state of choice for incorporation. Exxon Mobil’s proposed reincorporation from New Jersey to Texas challenges that approach in a distinctive way: Exxon was never a Delaware corporation at all.
That …
ExxonMobil’s board has recommended that shareholders vote at the May 27 annual meeting to approve the company’s change in domicile from New Jersey to Texas—a move that has triggered debate about whether Texas’s recent corporate-governance reforms weaken shareholder rights relative …
In a significant ruling last month, the Delaware Supreme Court reversed a Chancery Court decision that had invalidated an 18-month, nationwide noncompete agreement at the pleading stage. The decision in Payscale Inc. v. Norman, __ A.3d __, No. 297, …
Delaware is dead, long live Delaware? To a U.S. M&A practitioner, much of the “Dexit” debate about whether corporations should exit Delaware as their jurisdiction of incorporation in favor of another state feels as if it may come full circle …
The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1] The distinction is important because …
Why do we still mark the beginning of corporate existence with the filing of a charter? Why file charters publicly when the content is overwhelmingly focused on internal stock rights? Why does the leading jurisdiction of Delaware make charters so …
On February 27, 2026, in a unanimous 37-page opinion, the Delaware Supreme Court upheld the constitutionality of significant changes to the Delaware General Corporation Law (DGCL) enacted in March 2025 via Senate Bill 21 (SB 21). This decision permits …
In May 2025, an important and largely unnoticed development occurred in the corporate-law competition among states. In response to Delaware’s SB 21, Nevada enacted AB239, extending its exculpation statute — which had previously shielded only directors and officers from …
Let me begin by thanking our hosts at the Texas A&M University School of Law for convening today’s program. Though only in its second year, the symposium has already earned a reputation for rigor and insight. So, to address leading …
A recent decision by the Delaware Court of Chancery in Giuliano v. Grenfell-Gardner, et al. involves a notable twist on the familiar Caremark line of oversight liability cases. After the subject company went into bankruptcy, a bankruptcy trustee gained access …