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Delaware Chancery

Debevoise & Plimpton Discusses the Mindbody Problem

By Gregory V. Gooding, Maeve O’Connor, William D. Regner and Caitlin Gibson March 22, 2023 by renholding

Private equity sponsors compete ferociously for acquisition targets, with one of their principal tools being the speed with which they can move. A recent decision of the Delaware Court of Chancery (In Re Mindbody, Inc., S’Holder Litig., C.A. …

Davis Polk Discusses a New Front in M&A Litigation

By William H. Aaronson, John D. Amorosi, Andrew Ditchfield, Paul S. Scrivano and Marc O. Williams March 21, 2023 by renholding

Plaintiff stockholder litigation against announced M&A deals continues to be a common feature of the U.S. M&A landscape, despite the prevalence of forum selection bylaws, the demise of disclosure only settlements and general skepticism by the Delaware courts.  Over the …

Mayer Brown Discusses Five Steps for Directors to Consider About Risk Governance

By Matt Bisanz, Andrew Noreuil, Jodi Simala, Bill Kucera and Megan Webster February 7, 2023 by renholding

Historically, directors have been protected from personal liability in connection with risk management by the high standard set in the seminal 1996 Caremark[1]case. In recent years, however, courts have held that certain plaintiffs have pled facts sufficient to …

Skadden Discusses Delaware Chancery Decision Questioning Fundamental SPAC Structure

By Howard L. Ellin, Edward B. Micheletti, Gregg A. Noel, Richard C. Witzel, Jr. and Sarah Runnells Martin February 3, 2023 by renholding

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation.

Early last year, in January 2022, Vice …

Debevoise & Plimpton Discusses Delaware Chancery Decision Allowing Caremark Claim Against an Officer

By Susan Reagan Gittes, Gregory V. Gooding, Elliot Greenfield, Maeve O'Connor and William D. Regner January 31, 2023 by renholding

In a January 25, 2023 decision (In Re McDonald’s Corp. S’Holder Litig., C.A. No. 2021-0324-JTL (Del. Ch. Jan. 25, 2023)), the Delaware Court of Chancery declined to dismiss claims that a corporate officer, who led the company’s human …

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Market Trends, Shareholder Activism, the SEC, and Litigation Get Lively Airing at Columbia Law School M&A and Corporate Governance Conference

By Tianzi Wu December 15, 2022 by renholding

Top practitioners, judges, regulators, and scholars gathered at Columbia Law School on December 2 to offer their unique perspectives and cutting-edge insights on a variety of topics related to M&A and corporate governance. The topics included current M&A market trends, …

ISS Discusses Dell’s $1 Billion Top-20 Settlement of Shareholder Lawsuit

By Jeff Lubitz and Jarett Sena December 9, 2022 by renholding
On November 16, 2022, Dell Technologies Inc. reached a $1 billion settlement with shareholders, according to a recently filed 8-K filed with the U.S Securities and Exchange Commission. The announced agreement looks to resolve investors’ allegations that they were short-changed
…

How Directors’ Oversight Duties and Liability under Caremark Are Evolving

By Jennifer Arlen October 13, 2022 by renholding

Corporate law prohibits companies from pursuing profits through criminal misconduct. It uses the fiduciary duties imposed on boards under the Caremark doctrine,[1] and the threat of personal liability of directors for deliberate breach, to help motivate directors to make …

A New Twist in Twitter: Can Musk “Rely” on Zatko?

By John C. Coffee, Jr. October 5, 2022 by renholding

As we get closer to the October 17th scheduled trial date for the Twitter lawsuit to compel Elon Musk to complete his proposed $44 billion acquisition of Twitter, the charges and allegations are getting wilder and woolier. Once, this was …

How Does Delaware Do It? Judges Alone Don’t Explain Chancery’s Speed

By Matthew Jennejohn July 28, 2022 by renholding

On July 19, 2022, in the Twitter v. Musk litigation, Chancellor Kathaleen McCormick presided over what was likely the most widely observed hearing on a motion to expedite in the Delaware Court of Chancery’s history. While deal bust-ups are front …

Skadden Discusses Delaware Court Rulings on Advance Notice Bylaws and Incumbent Director Conduct

By Edward B. Micheletti and Ryan M. Lindsay June 29, 2022 by renholding

In early 2020, in BlackRock Credit Allocation Income Tr., et al. v. Saba Capital Master Fund, Ltd.,1 the Delaware Supreme Court reiterated that Delaware courts will enforce clear and unambiguous advance notice bylaws according to their terms using …

The Need for Engaged Governance During Existential Crises: The Case of Aerojet Rocketdyne

By Eric Talley June 22, 2022 by renholding

Engaged shareholder voting is often perceived as the linchpin of sound corporate governance. That reputation is well deserved: Even as corporate governance has broadened its sights of late to accommodate a wider set of stakeholders, the pivotal role of shareholders …

Poison Pills in a World of Activism and ESG

By Caley Petrucci and Guhan Subramanian May 23, 2022 by renholding

Since the creation of the poison pill in the 1980s as a response to hostile takeovers, the corporate world has seen the rise of stakeholder governance, ESG, and stockholder activism and a host of other dramatic developments. The stock market …

Cleary Gottlieb Discusses Delaware Ruling on Appraisal Petitioners’ Discovery Demand

By Mark E. McDonald and Julie-Irene Nkodo February 22, 2022 by renholding

In Wei v. Zoox, Inc., the Delaware Court of Chancery found that an appraisal petition had been filed for the sole purpose of gathering discovery to be used in drafting a fiduciary duty complaint challenging a merger where the …

Cleary Gottlieb Discusses Delaware Ruling on Post-Signing Value Changes in M&A Appraisals

By Benet O'Reilly, John Kupiec, Mark McDonald and Marvellous Iheukwumere February 17, 2022 by renholding

In a noteworthy new post-sale appraisal ruling, the Delaware Court of Chancery in BCIM Strategic Value Master Fund, LP v. HFF, Inc.[1] awarded the petitioner additional consideration based on an increase in the value of the target company that …

Sullivan & Cromwell Discusses Delaware Chancery’s First Fiduciary-Duty Opinion on SPACs

By John Hardiman, Matt Goodman, Carson Zhou and Matthew Strand February 3, 2022 by renholding

On January 3, 2021, in In re MultiPlan Corp. Stockholders Litigation,[1] the Delaware Court of Chancery denied a motion to dismiss a complaint brought by SPAC stockholders against the SPAC, its sponsor and its directors.  Plaintiffs alleged that …

Cleary Gottlieb Discusses Delaware Chancery Decision on SPAC Merger Challenge

By John A. Kupiec, Roger Cooper, Mark McDonald, Pascale Bibi and James Langston January 10, 2022 by renholding

In one of the first opinions addressing fiduciary duty claims in the context of a transaction involving a special purpose acquisition company (“SPAC”), the Delaware Court of Chancery determined that the SPAC shareholders’ right to redeem can be undermined by …

Skadden Discusses Recent Delaware Chancery “Caremark” Decisions

By Edward B. Micheletti, Bonnie W. David and Ryan M. Lindsay December 23, 2021 by renholding

In 1996, the Delaware Court of Chancery issued its seminal decision in In re Caremark International Inc. Derivative Litigation,1 establishing the conditions for director oversight liability under Delaware law. Adopted a decade later by the Delaware Supreme Court in Stone …

The Board of Directors’ Duty of Oversight and Cybersecurity

By Eduardo Gallardo October 28, 2021 by renholding

Over the last several years, cyberattacks, including from foreign state actors, have affected thousands of companies and government agencies. Past corporate victims include Yahoo!, Home Depot, and LinkedIn. And the real world consequences of a cyberattack became vivid to the …

What Do Stockholders Own? The Rise of the Trading Price Paradigm in Corporate Law

By Charles Korsmo and Minor Myers October 21, 2021 by renholding

In a spate of recent decisions, the Delaware Supreme Court has embraced a shift in its approach to stockholder appraisal rights, a development that has attracted considerable comment. The greatest impact of these decisions, however, may lie beyond appraisal and …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Delaware Business Litigation Report
Delaware Supreme Court Reverses Chancery Dismissal of Rule 60(b) Claim
October 2, 2025
Freshfields' A Fresh Take
How EU, California AI Acts Overlap
October 2, 2025
Securities and Exchange Commission
Prophecy Asset Mgmnt Sued for Fraud
October 2, 2025
Reuters
Judge Nixes NFT Artist Suit Against SEC
October 2, 2025
Reuters
Judge Keeps SEC Twitter Suit in DC
October 2, 2025
Reuters
Yahoo Nears AOL Sale for $1.4 Billion
October 1, 2025
Bloomberg
Automakers Extend $7,500 EV Discount
October 1, 2025
D&O Diary
How Plaintiffs Are Dodging Delaware
October 1, 2025
Securities Regulation and Corporate Governance Monitor
How Shutdown Affects SEC Operations
October 1, 2025
Deal Lawyers.com
Chancery Says Late Statement Doesn’t Waive Post-Closing Adjustment
October 1, 2025
Bloomberg
Pfizer Gets Three-Year Tariff Reprieve
September 30, 2025
Wall Street Journal
Boeing Starts on 737 MAX Replacement
September 30, 2025
Reuters
AstraZeneca’s U.S. Listing May Pull Other Companies from London
September 30, 2025
D&O Diary
Bankruptcy Statistics Prompt Worry
September 30, 2025
Bloomberg
Atkins Touts SEC-CFTC Crypto Work
September 30, 2025
Bloomberg
Google Settles Trump Suit for $24.5 Mln
September 29, 2025
Wall Street Journal
Javice: 7 Years for Fraud on JPMorgan
September 29, 2025
Dealbook
EA’s $55 Bln Buyout Is Biggest Ever
September 29, 2025
The Governance Beat
Texas Probes ISS, Glass Lewis on ESG
September 29, 2025
Financial Times
Let Market Set Reporting Frequency
September 29, 2025
Bloomberg
EA Buyout Talk Highlights Gaming Fall
September 28, 2025
Reuters
Boeing Settles Wrongful-Death Suit
September 28, 2025
Wall Street Journal
Regulators Scrutinize Unusual Trading Ahead of Crypto-Treasury Deals
September 28, 2025
Business Law Prof Blog
Nevada Forms Biz Court Commission
September 28, 2025
Bloomberg
Trump Order Puts TikTok at $14 Billion
September 25, 2025
Wall Street Journal
Autos Flash US Economy Warning Sign
September 25, 2025
Cleary M&A Watch
To Arbitrate or Not? Firms Can Choose
September 25, 2025
Dealbook
Germany Woos Indian Workers US Scared
September 25, 2025
Freshfields' A Fresh Take
SEC Case Tests Private Fund Managers
September 25, 2025
MSNBC
Comey Indictment Expected Soon
September 24, 2025
Bloomberg
Intel Seeks Investment From Apple
September 24, 2025
Wall Street Journal
Trial Lawyers Breaking Up With Big Law
September 24, 2025
The Governance Beat
ExxonMobil Files Solicitation Materials for Retail Opt-In Voting Program
September 24, 2025
Insurance Journal
SEC: Online RadioShack a Ponzi Scheme
September 24, 2025
Wall Street Journal
Sinclair, Nexstar Won’t Air Kimmel
September 23, 2025
Delaware Business Litigation Report
Chancery Partially Vacates Expert’s Findings in Acquisition Price Dispute
September 23, 2025
Dealbook
New Meta PAC Aims to Boost AI
September 23, 2025
Bloomberg
No Quarterly Reports Portends Shakeup
September 23, 2025
Bloomberg
SEC Chief Seeks Crypto Rule Exemption
September 23, 2025
Bloomberg
IPOs Revive, Private Market Still Soars
September 22, 2025
Reuters
Nvidia to Put Up to $100 Bln in OpenAI
September 22, 2025
Wall Street Journal
Treasury Boss Hints at Argentina Rescue
September 22, 2025
New York Times
H-1B Visa Tiff Roils Firms, Geopolitics
September 22, 2025
D&O Diary
Killing Quarterly Reports Is a Bad Idea
September 21, 2025
Bloomberg
SEC Drops Allen Stanford-Related Case
September 21, 2025
Delaware Corporate & Commercial Litigation Blog
Chancery: Personal CEO Data Irrelevant
September 21, 2025
Deal Lawyers.com
How Big Beautiful Bill Affects M&A
September 21, 2025
Business Law Prof Blog
Texas Puts Culture Over Governance
September 21, 2025
Wall Street Journal
California Seeks End to Oil Firms Exit
September 18, 2025
Bloomberg
FTC Sues Ticketmaster, Live Nation Over Ticket Resales
September 18, 2025
Reuters
Nvidia Takes $5 Billion Stake in Intel
September 18, 2025
Delaware Business Litigation Report
Delaware Chancery Dismisses Suit for Failure to Claim Demand Futility
September 18, 2025
MSN
Ex-SEC Chair Warns Twice-a-Year Reporting Will Make Markets Volatile
September 18, 2025
Reuters
Fed Cuts Interest Rates, More to Come
September 17, 2025
Dealbook
Fed Chair Has Internal Challenges Too
September 17, 2025
The Governance Beat
SEC Warns Foreign Firms on Accounting
September 17, 2025
Wall Street Journal
End to Quarterly Reports No Sure Bet
September 17, 2025
Business Law Prof Blog
SEC OKs Arbitration in Bylaws, Charter
September 17, 2025
D&O Diary
Courts Slam Lawyers’ AI Misuse
September 16, 2025
Bloomberg
SEC, Winkelvosses to End Crypto Suit
September 16, 2025
Reuters
Trump Seeks End to Quarterly Reports
September 16, 2025
Securities Regulation and Corporate Governance Monitor
SEC OKs Retail Shareholder Voting Program for Standing Voting Directions
September 16, 2025
Sidley
How Universal Proxy Changed Contests
September 16, 2025
Cleary M&A Watch
House Financial Services Committee Previews Possible 14a-8 Reform
September 15, 2025
Delaware Business Litigation Report
Chancery Nixes Insider Trading Claims for Demand-Futility Pleading Fail
September 15, 2025
Dealbook
Robinhood Bets Again on Opening Up Private Markets
September 15, 2025
Financial Times
SEC Boss Scraps Bold Enforcement Plan
September 15, 2025
Insurance Journal
Attacks on SEC Climate Rule Paused
September 15, 2025
Wall Street Journal
UnitedHealth Spends Big to Mollify DC
September 14, 2025
New York Post
UBS Eyes US Move to Skirt Swiss Regs
September 14, 2025
D&O Diary
SOX’s Ethics Reporting Hotlines Endure
September 14, 2025
Yahoo Finance
SEC to Nix Case Against Nikola CEO
September 14, 2025
Business Law Prof Blog
SEC May OK Arbitration in Bylaws
September 14, 2025
Wall Street Journal
Microsoft, OpenAI to Extend Partnership
September 11, 2025
Bloomberg
Paramount Readies Warner Bros. Bid
September 11, 2025
Dealbook
Klarna Debut Suggests IPO Revival
September 11, 2025
Securities and Exchange Commission
New Corporation Finance Chief Named
September 11, 2025
McDermott Will
DOJ, FTC Speed Up Merger Reviews
September 11, 2025
Bloomberg
SEC Near Dual-Class Fund Decision
September 10, 2025
Delaware Business Litigation Report
Delaware Chancery Finds Class Rep Sought Excessive Incentive Award
September 10, 2025
ThinkAdvisor
SEC Sued Over Accredited Investor Rule
September 10, 2025
Financial Times
SEC Targets Firms Tied to Suspected Chinese Pump and Dump Scam
September 10, 2025
Corporate & Securities Law Blog
Ninth Circuit Clarifies the SEC’s Disgorgement Standard
September 10, 2025
Wall Street Journal
Inflation Erased Income Gains Last Year
September 9, 2025
Bloomberg
Trump Floats New China, India Tariffs
September 9, 2025
D&O Diary
What Happens to Parallel Derivative Suits If Securities Class Actions Settle?
September 9, 2025
Cointelegraph
Senate Bill: Token Stocks Are Securities
September 9, 2025
Delaware Corporate & Commercial Litigation Blog
Delaware Supreme Court Clarifies Requirements for Aiding and Abetting
September 9, 2025
Freshfields' A Fresh Take
FTC Temu Case Clarifies INFORM Act
September 8, 2025
The Governance Beat
Big Three Split Stewardship in Two
September 8, 2025
The FinReg Blog
Crypto Everything Everywhere at Once
September 8, 2025
Securities and Exchange Commission
Cross-Border Task Force to Fight Fraud
September 8, 2025
CoinDesk
Nasdaq Seeks SEC OK on Stock Tokens
September 8, 2025
Wall Street Journal
Tech’s New Gig Is in Battlefield Data
September 7, 2025
Bloomberg
Fed Chair Finalist Hassett Backs “Mission Creep” Criticism
September 7, 2025
Deal Lawyers.com
Nasdaq Proposes SPAC-Listing Change
September 7, 2025
Corporate & Securities Law Blog
Ninth Circuit Rules Market Slogan Alone Not Actionable Under Rule 10b-5
September 7, 2025
Business Law Prof Blog
Tesla Surprises With Musk-Pay Proxy
September 7, 2025
Reuters
FTC Acts Against Worker Noncompetes
September 4, 2025
New York Times
Porsche No Longer German Blue Chip
September 4, 2025
Freshfields' A Fresh Take
Ninth Circuit Greenlights Broad Use of Discovery In Foreign Proceedings
September 4, 2025
CoinDesk
SEC Probes Coinbase on User Number
September 4, 2025
Bloomberg
SEC Wells Process Due for Reform
September 4, 2025
Wall Street Journal
Court Says Harvard Trump Cuts Illegal
September 3, 2025
Bloomberg
NY Giants Sell Stake to Koch Family
September 3, 2025
Dealbook
Investors Think Google Got Spared
September 3, 2025
Reuters
SEC to Offer More Supervisor Buyouts
September 3, 2025
Securities and Exchange Commission
SEC Sues Over $770 Mln Ponzi Scheme
September 3, 2025

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