Delaware Law

Reframing Precatory Stockholder Proposals Under Delaware Law

By Kyle Pinder October 6, 2025 by renholding

Must a company allow a stockholder, no matter the size of its stake, to submit non-binding proposals for stockholder action at a meeting, regardless of their number or subject matter? The answer depends on whether, under Delaware law, stockholders have …

Why Delaware Should Narrow Its Definition of Pre-Suit Demand

By Wendy Gerwick Couture September 9, 2025 by renholding

In a new article, I argue that, under current Delaware law, there is a collision between the definition of pre-suit demand and shareholder voice. To demonstrate, imagine that a sophisticated institutional shareholder of a Delaware public corporation has determined that …

The Oxymoron at the Heart of Delaware’s Make-Elon-Happy Legislation

By Franklin A. Gevurtz August 6, 2025 by renholding

In response to fears that companies would reincorporate in states like Texas or Nevada, the Delaware legislature recently enacted a controversial bill (SB-21) that makes the state’s law friendlier to persons controlling corporations. Many writers have commented on the Delaware …

Director Primacy Is Taken to the Hilt in the Public Benefit Corporation

By David Yosifon August 5, 2025 by renholding

Corporate law requires the directors of ordinary, for-profit corporations to manage firms in the best interests of shareholders, forbidding directors from sacrificing corporate profits in service of other goals. There has been longstanding debate, even amid proponents of this rule, …

When Venture Capital’s Speed Runs Ahead of Its Due Diligence

By Yifat Aran and Nizan Geslevich Packin July 17, 2025 by renholding

In recent years, the failure of high-profile startups has drawn renewed attention to a persistent question in the venture capital (VC) world: How much diligence is enough when speed of investment is at a premium? Collapses at the likes of …

The Legitimation of Shareholder Primacy

By Ann M. Lipton February 27, 2025 by renholding

We are living in a particularly polarized era, and corporate governance is no exception.  The divisions have threatened to spill over to Delaware, the preferred jurisdiction for incorporation in the United States, with several high-profile cases calling the state’s neutrality …

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 …

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 …

Debevoise & Plimpton Discusses Key Considerations for the 2024 Annual Reporting Season

By Eric T. Juergens, Benjamin R. Pedersen, Paul M. Rodel, Alice Gu and Amy Pereira November 22, 2024 by ngodridge

As November comes to an end, the busy annual reporting and proxy season begins for many public companies. In this Client Update, we highlight key considerations for public companies when preparing their annual reports on Form 10-K or Form 20-F, …

The Drama Around Moelis and New DGCL Section 122(18) Just Got Hotter

By Mark Lebovitch November 18, 2024 by renholding

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 …

How the U.S. Oversight Doctrine Gained a Toehold in Europe

By Timo Kaisanlahti September 5, 2024 by renholding

In the realm of corporate law, board directors are bound by fiduciary duties of loyalty and care to both the company and its stockholders.[1] The interpretation of these duties, however, is national, even in the European Union, despite its …

Enhanced Scrutiny and the Omnipresent Specter of Political Bias

By Stefan Padfield July 19, 2024 by renholding

Corporate politicization, when companies take sides in our culture war and risk alienating half their potential customers, is a serious concern. Recent examples of companies that have felt its negative impact on shareholder value abound, including  Bud Light, Target, and …

How to Buy Shareholder Votes

By Michael R. Levin April 23, 2024 by renholding

Scholars who study activism have researched the value of a shareholder vote for decades. A very small number of activists have attempted to apply that research to actual proxy contests and other AGM matters. The subject was confined to academics …

Classical Liberalism and Corporate Law

By Robert T. Miller March 14, 2024 by renholding

In a new book chapter I evaluate contemporary corporate law, especially Delaware corporate law, from a classical liberal perspective—i.e., the view of politics and economics that derives from the English and Scottish Enlightenment, underlies the American founding, and has been …

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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Mythical Adverse Effect

By Naveen Thomas May 17, 2023 by renholding

The material adverse effect (“MAE”) definition in mergers and acquisitions agreements is one of the most intensely negotiated, litigated, and studied contract provisions ever. It has nearly tripled in average length over the past two decades, as lawyers haggle over …

The Legal Primacy Norm in Corporate Law

By Asaf Raz December 16, 2022 by renholding

The debate over the corporation’s purpose is today a central topic of corporate law scholarship. So far, the discussion has advanced little beyond a two-sided view, considering only the approaches known as shareholder primacy and corporate social responsibility (CSR). In …

Quinn Emanuel Discusses Director Liability for Successors’ Acts

By Deborah Newman and Corey Worcester January 18, 2021 by Nisha Chandra

A great deal of buzz has been generated by the recent decision from the Southern District of New York in In re: Nine West LBO Securities Litigation, No. 20 MD 2941 (JSR) 2020 WL 7090277 (S.D.N.Y. Dec. 4, 2020), …

Why Corporate Purpose Will Always Matter

By Lyman Johnson October 26, 2020 by renholding

Business persons and lawyers have long debated whether a business corporation does or should have a purpose other than advancing shareholder interests.  In a democratic, pluralist society, the issue of corporate purpose remains important and will not (and should not) …

The False Dichotomy of Corporate Governance Platitudes

By Jeffrey M. Lipshaw August 12, 2020 by renholding

Last August, the Business Roundtable (an organization of around 200 corporate CEOs) announced it was amending its Principles of Corporate Governance to eliminate the statement that the “primary purpose” of a corporation was to serve its shareholders.  The CEOs wanted …