Delaware Chancery Court

An Overlooked Cost of Delaware’s Corporate Law Overhaul

By Roy Shapira February 26, 2025 by renholding

The proposed amendments to Delaware corporate law have sparked intense debate among corporate legal scholars and practitioners. A flurry of commentary has focused thus far on the proposed changes to Section 144, which governs transactions with controlling shareholders. This post, …

Paul Weiss Discusses Delaware Decision Applying Business Judgment Rule to “Clear Day” Approval of Reincorporation

By Andre G. Bouchard, Robert A. Kindler, Andrew D. Krause, Kyle T. Seifried and Laura C. Turano February 26, 2025 by renholding

In Maffei v. Palkon, the Delaware Supreme Court unanimously held that the business judgment rule applies to a corporation’s decision to change its state of incorporation, even if the move arguably favors a controlling stockholder by reducing future liability …

The Good, the Bad, and the Lost Opportunities of Delaware’s Proposal on Deal Conflicts Involving Directors and Officers

By Stephen M. Bainbridge February 25, 2025 by renholding

The recently introduced Delaware Senate bill that would amend the Delaware General Corporation Law (DGCL) provision dealing with conflict of interest transactions (SB 21) has blown up the financial news, corporate law blogosphere, and corporate law social media.[1]

Most …

The Political Significance of Former Delaware Chancellor Chandler’s Criticism of Chancellor McCormick and Vice Chancellor Laster

By Joel Edan Friedlander January 16, 2025 by renholding

On the evening of June 20, 2024, William B. Chandler, III, a former chancellor of the Delaware Court of Chancery and now a practicing Delaware lawyer, gave testimony in the state’s House of Representatives that culminated the legislative response to …

A Course Correction for Conflicted Controller Transactions

By Stephen M. Bainbridge November 26, 2024 by renholding

Controlling shareholders function as a dual-edged sword in corporate governance. They can reduce agency costs by monitoring management but also pose risks of self-dealing that can harm minority shareholders. In recent years, Delaware courts have increasingly focused on the latter …

Why Lost-Premium Damages in M&A Should Be Legal

By Jonathan Chan and Martin Petrin October 24, 2024 by renholding

Are “lost-premium” provisions – clauses that typically allow a target to recoup the premium its shareholders were denied because a buyer wrongfully backed out of a deal – enforceable? In a surprising decision last year, the Delaware Court of Chancery …

Does the Moelis Decision Warrant a Quick Legislative Fix?

By Jill E. Fisch and Anat Alon-Beck June 10, 2024 by renholding

On February 23, 2024, the Delaware Court of Chancery issued its decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, which invalidated a stockholder agreement between Moelis & Company (the “Company”) and its founder and controlling …

Delaware Vice Chancellor Travis Laster Says Bill Barr Could Use Some Help on Delaware Law

By Travis Laster December 7, 2023 by renholding

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

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101 Lawyers: Attorney Appearances in Twitter v. Musk

By Andrew Jennings November 30, 2023 by renholding

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

By Mohsen Manesh and Joseph A. Grundfest June 23, 2023 by renholding

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  

By Curtis J. Milhaupt and Zenichi Shishido February 23, 2023 by renholding

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

By Nicole Friedlander, Tony Lewis, Bob Downes, Brian Frawley and John Hardiman September 27, 2022 by renholding

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?

By John C. Coffee, Jr. July 27, 2022 by renholding

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

By Zohar Goshen and Reilly S. Steel October 19, 2021 by renholding

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

By Mohsen Manesh September 8, 2021 by renholding

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

By Jeffrey N. Gordon September 1, 2021 by renholding

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

By Julia L. Bensur and James Heyworth April 16, 2021 by Nisha Chandra

As commented on previously (here, here, and here), 2020 and the beginning of 2021 have seen an explosion in popularity of Special Purpose Acquisition Company (“SPAC”) deals.  As readers know, SPACs have become one of the …

The Lost Lessons of Shareholder Derivative Suits

By Jessica Erickson February 10, 2021 by renholding

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

By Andrew W. Stern and Charlotte K. Newell January 28, 2021 by Nisha Chandra

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

By Barbara Borden, Kevin Cooper, Caitlin Gibson and Ian Nussbaum December 23, 2020 by Nisha Chandra

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 …