Sky Blog
Earnouts, working-capital adjustments, and similar price-adjustment mechanisms in private deals or public company carveouts routinely assign certain disputes to an independent accountant — a device parties favor for speed, expertise, and finality. But a perennial question drags those efficient dispute …
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. …
In March 2025, Delaware enacted sweeping changes to its General Corporation Law (DGCL) § 144, reshaping the treatment of transactions involving interested directors, officers, and controlling stockholders. Subsection (a) of § 144 provides safe harbors for transactions between a corporation …
Delaware’s corporate law grants officers and directors broad discretion, subject to one condition: Get the process right. Want to pay the CEO millions of dollars? Go ahead—just be sure you have a compensation committee empowered to negotiate the pay package …
In January 2026, the Delaware Supreme Court issued an en banc decision in J&J v. Fortis, a high-profile earnout dispute arising from Johnson & Johnson’s acquisition of Auris Health, involving up to $2.35 billion in contingent payments tied to regulatory …
In its recent decision in Marchner v. B. Riley Financial, Inc., the Delaware Court of Chancery reaffirmed the principle that Caremark cannot be used to repackage hindsight attacks on failed investments as fiduciary breaches. The court explained that directors’ …
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 …
In a recent decision that financial advisors should take note of, the Delaware Court of Chancery declined to dismiss a claim that a financial advisor aided and abetted breaches of fiduciary duty by the board of directors of a special …
For decades, the SEC stood as the principal barrier to mandatory arbitration for shareholder claims. In September 2025, that barrier fell. The agency’s reversal on shareholder arbitration represents a seismic policy shift, leaving Delaware law as the sole impediment …
Over the past two decades in Delaware, two schools of thought coexisted regarding non-majority control. One school took a formal approach that (i) focused on control over the board of directors, (ii) discounted sources of influence other than stock ownership, …
Elon Musk can cash the largest paycheck in history, the Supreme Court of Delaware has ruled in a narrow and sensible opinion grounded in longstanding principles of equity and contract law.
To catch up: Tesla and Musk entered into an …
American corporations have undergone a gradual but significant transformation. Founding chief executive officers (“founder-CEOs”) and activist hedge funds increasingly dominate their companies despite owning well short of a majority of shares. Founder-CEOs wield control through their personal brands or dual-class …
Last year, the Delaware Court of Chancery surprised many M&A practitioners by holding in Sjunde AP-Fonden v. Activision Blizzard that the Board of Directors of Activision Blizzard, in approving the sale of the company to Microsoft, did not comply with …
Delaware occupies a central place in American corporate governance. Its corporate code, judiciary, and bar are widely respected for their expertise and responsiveness. Over the years, Delaware has earned a reputation as the jurisdiction of choice for public companies and …
On July 1, Paramount Global settled the lawsuit brought by President Trump claiming personal harm from alleged “election interference” in the editing of an interview with Kamala Harris by CBS News’ 60 minutes. The agreement called for the company to …
The corporate law discourse on climate change has largely focused on the “internal dimension” of directors’ duties – whether boards must consider climate-related risks and opportunities that affect firm-specific financial performance. While this question has gained significant traction, a more …
Diversity, equity, and inclusion efforts remain one of the most prominent topics of discussion within corporate leadership. Unfortunately, the views and actions connected to these efforts continues to waver. After the murder of George Floyd and the rise of the …
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …
Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce accountability in corporate governance. In a new working paper, I challenge the courts’ …
On February 20, Delaware Supreme Court Chief Justice Collins Seitz met with members of the state’s General Assembly and delivered some sobering words: “Along with our respect for your legislative judgments, I ask you to consider the importance of judicial …