Delaware Chancery Court

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 …

Why Delaware Dominates Incorporations and the Creation of Other Forms of Business

By Peter Molk May 6, 2020 by renholding

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

By Sullivan & Cromwell February 13, 2020 by hdh2120

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

By Eric Talley, Anne M. Tucker and Jamie Brumberger February 7, 2020 by renholding

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

By Louis L. Goldberg, Joseph A. Hall, John B. Meade, Byron B. Rooney and Andrew Ditchfield December 2, 2019 by renholding

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

By Theodore N. Mirvis and Paul K. Rowe October 17, 2019 by renholding

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 …