Sky Blog
A recent magistrate’s order in Mendoza v. Distributed Creation, Inc. applied amended Section 220 to a books-and-records demand arising from a private company’s acquisition, adding to a small but growing body of decisions interpreting the 2025 amendments. The court determined …
On August 7, 2025, amid mounting scrutiny of Intel CEO Lip-Bu Tan’s investments in Chinese technology companies and his former firm’s export-control violations, President Trump posted that Tan was “highly CONFLICTED and must resign, immediately.” Within the week, Tan was …
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 …
Key Points
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 …
On July 16, 2025, for perhaps the first time in the history of Delaware corporate law, a Caremark claim involving a public company director went to trial. Meta stockholders brought an $8 billion claim against the company’s directors and officers, …
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 Verisk Analytics, Inc. v. ExactLogix, Inc., the Delaware Court of Chancery held in a post-trial opinion that a buyer’s termination of a commercial relationship with the target’s competitor constituted “willful conduct” that was the “primary cause” of …
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 …