For the past two decades, Delaware court decisions addressing non-majority control have aligned with one of two competing schools of thought. A functional school has examined the ability to exercise control over corporate conduct, considered multiple sources of influence, and …

Delaware retains the dominant position in the jurisdictional competition for corporate charters, but its lead looks increasingly tenuous. During the period 2024 through the first half of 2025, only five public companies with a market capitalization greater than $250 million …

Delaware occupies a central place in American corporate governance. Its corporate code, judiciary, and bar are widely respected for their expertise and responsiveness. Over the years, Delaware has earned a reputation as the jurisdiction of choice for public companies and …

In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …

Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try …

On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no …

Under Section 141 of the Delaware General Corporation Law, a corporate board could theoretically create a committee consisting of a single director, call her Daphne, to whom it gives a veto right over all decisions taken by the full board. …

Where do entities incorporate? The question is of perennial interest to academics who wish to research and teach the laws that govern many companies. It is of particular interest now, given a string of controversial court decisions and legislative responses…

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 …

Yesterday, Delaware State Senator Bryan Townsend introduced a sweeping set of amendments to the Delaware General Corporation Law. If adopted, these measures would mark the most significant single-year revision of Delaware’s corporate code since at least 1967, reshaping everything from …

The 2024 amendments to the Delaware General Corporation Law (“DGCL”) were born from an atypical period of acrimony and controversy among the corporate bar, stockholder advocates, and corporate law academics, including harsh public criticism of members of the Court of …

What remedy should a target be entitled to get from a breaching buyer in a merger transaction? This seemingly straightforward question has surprisingly vexed M&A practitioners and judges over the years.

With a public target, the buyer typically promises to …

Why might an insurance company acquire a robot manufacturer or a retailer acquire a home security provider?  The answer might have once been diversification, but now it is more likely to be a desire for data.  A new type of …