Columbia Law School
Sky Blog
The universe regularly provides reminders to remain humble, including reminders that having expertise in one area does not make you an expert in adjacent areas. Former Attorney General Bill Barr recently provided one of those reminders with his opinion column
Delaware Chancery Court
101 Lawyers: Attorney Appearances in Twitter v. Musk
Corporate law’s trial of the century was set to begin on October 17, 2022, in a small Wilmington, Delaware courtroom. Twitter v. Musk had it all. Celebrity. The world’s richest person. A product that helped foment revolutions around the world …
A Consequential Circuit Split Casts Doubt on Whether Borak Is Still Good Law
On June 1, the Ninth Circuit en banc in Lee v. Fisher issued a consequential decision calling into question the scope of the implied right of action recognized by J.I. Case Co. v. Borak and creating a stark split with …
Why the Poison Pill Is Still Relevant After All These Years – Even in Japan
More than 40 years after its invention by lawyer Martin Lipton, the poison pill remains the subject of important judicial decisions and academic debate over corporate governance questions, in both the United States, its country of origin, and Japan, its …
Sullivan & Cromwell Discusses Delaware Decision on Caremark Liability for Cybersecurity Failure
On September 6, 2022, in Construction Industry Laborers Pension Fund on behalf of SolarWinds Corporation, et al. v. Mike Bingle, et al. (“SolarWinds”),[1] the Delaware Chancery Court granted a motion to dismiss a derivative suit against directors …
Twitter v. Musk: Where Are the Arbs?
Every pundit and commentator has by now analyzed the ongoing battle between Elon Musk and Twitter over Musk’s attempt to walk away from their deal. Almost all of these evaluations have rated Twitter as having a considerably stronger case, because …
Raiders, Activists, and the Risk of Mistargeting
For decades, Delaware and federal law governing contests for corporate control have focused on building walls to keep corporate raiders outside the gates, while doing relatively little to stop activist hedge funds. The prevailing academic view has been similar: Scholars …
The Corporate Contract and the Internal Affairs Doctrine
No rule of corporate law may be more foundational than the internal affairs doctrine. The doctrine provides that the internal affairs of a corporation – the “matters peculiar to the relationships among or between the corporation and its current officers, …
Corporate Vote Suppression: A Counter-Response to Eric Robinson
I appreciate the engagement by long-term pill observer Eric Robinson with my Corporate Vote Suppression piece. I am also glad that he agrees that the pill in The Williams Companies Shareholder Litigation ought to be struck down, though he narrowly …
Sidley Discusses SPAC Litigation in Delaware Courts
The Lost Lessons of Shareholder Derivative Suits
Many corporate law scholars watched in amazement as merger litigation exploded over the past 15 years. In 2005, only 37 percent of mergers involving U.S. public companies and with a transaction size of at least $100 million were challenged in …
Sidley Austin Discusses Delaware Chancery’s Latest Guidance on Caremark Claims
The Delaware Court of Chancery provided its latest guidance on so-called Caremark claims in a New Year’s Eve opinion issued by Vice Chancellor Glasscock in Richardson v. Clark, an action brought derivatively by a stockholder of Moneygram International, Inc. …
Cooley Discusses Delaware Chancery Case on MACs and Business Covenants During COVID
In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result …
Why Delaware Dominates Incorporations and the Creation of Other Forms of Business
Delaware’s success in attracting corporate formations is well known, but explanations for it vary. In a recent paper, I test these explanations as well as the reasons for Delaware’s success in attracting other types of business formation I find evidence …
Sullivan & Cromwell Discusses Delaware Chancery Ruling in “Panera” Appraisal Case
The Delaware Court of Chancery ruled in In re Appraisal of Panera Bread Company,[1] following a six-day trial, in a 130-page decision issued on January 31, 2020, that the petitioners received more than fair value for each share …
Tesla, SolarCity, and Inherent Coercion
Tesla notched a trifecta of (legal) headlines this week, with three inter-related developments coming out of the shareholder challenge to the firm’s 2016 purchase of SolarCity: a settlement, a summary judgment decision, and an almost-certain trial featuring testimony by none …
Davis Polk Discusses Recent Delaware Decisions on Director Oversight
Two recent Delaware decisions may give ammunition to stockholder plaintiffs seeking to assert claims against directors under a Caremark theory for failing to comply with their oversight obligations. The decisions—Marchand v. Barnhill (“Blue Bell”) and In re …
A Judge With the Confidence to Go in New Directions
Bill Allen was an extraordinary person – a great judge who recalibrated Delaware fiduciary law at a critical junction in its history; an enthusiastic and enlightening teacher who engaged with students who were not even born when he had already …
Wachtell Lipton Discusses Post-Closing Merger Litigation — The Road Ahead
In a recent series of landmark decisions, the Delaware Supreme Court has constructed an orderly doctrinal framework designed to reduce wasteful post-closing merger litigation. These cases recognize that the market’s judgment is usually sound and that the costs of intensive …
The Dell Appraisal and the Business Judgment Rule
In 2013, Michael Dell and his private equity partner, Silver Lake, brought the previously publicly-held Dell Corporation private at a price of $13.75 per share, a price that was approved by Dell’s board and by a 57 percent majority vote …