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 …

Nevadaware Divergence: How Nevada and Delaware Really Differ in Corporate Law

By Wendy Gerwick Couture August 29, 2024 by renholding

The differences between Nevada and Delaware corporate law – which I call “Nevadaware divergence” – are the subject of media attention, scholarly critique, and current litigation. The common wisdom is that Nevada is, as some say, “the place to reincorporate …

Contractual Remedies in Mergers: Lessons from Crispo v. Musk

By Dhruv Aggarwal, Albert H. Choi and Geeyoung Min July 22, 2024 by renholding

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 …

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 …

Skadden Discusses Proposed DGCL Amendments’ Impact on Stockholder Agreements, M&A Practices

By Allison L. Land, Edward B. Micheletti and Lauren N. Rosenello April 24, 2024 by renholding

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with current market practices following

…

The Proposed 2024 Amendments to the Delaware General Corporation Law

By Richards, Layton & Finger April 3, 2024 by renholding

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been approved by the Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the …

Arnold & Porter Discusses Delaware Chancery Ruling in Microsoft-Activision Blizzard Deal

By Andrew Varner, Joel I. Greenberg, Steven Kaplan and Alice Lin March 19, 2024 by renholding

On February 29, the Delaware Chancery Court declined to dismiss claims that the process followed in obtaining board and stockholder approval of the merger of Activision Blizzard, Inc. with a subsidiary of Microsoft failed to comply with the requirements of …

Why Corporate Governance Needs to Account for Data-Driven Mergers

By Carliss Chatman and Carla L. Reyes March 15, 2024 by renholding

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 …

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 …

Davis Polk Discusses Ninth Circuit Decision on Forum Selection Clauses

By Neal Potischman, Brian M. Burnovski, Michael S. Flynn, Daniel J. Schwartz and Dana M. Seshens June 12, 2023 by renholding

On June 1, 2023, the Ninth Circuit held en banc that a forum selection clause requiring all derivative claims to be brought in Delaware state court—including federal securities claims that can only be maintained in federal court—is enforceable and requires …

Skadden Discusses Proposed Changes to Delaware Corporation Law

By Allison L. Land and Edward B. Micheletti May 30, 2023 by renholding

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to facilitate certain corporate actions. Among other …

The New Corporate Law of Corporate Groups

By Mariana Pargendler May 22, 2023 by renholding

Large firms today are rarely organized as a single legal entity, but rather as corporate groups with numerous subsidiaries that have separate legal personalities. A debate has long raged over how to treat the legal boundaries between companies belonging to …

Gibson Dunn Offers 2022 Year-End Securities Litigation Update

By Craig Varnen, Brian M. Lutz, Monica K. Loseman, Jefferson E. Bell, and Mark H. Mixon, Jr. March 28, 2023 by renholding

Although the number of securities lawsuits filed this year remained steady compared to 2021, we have seen many notable developments in securities law. This year-end update provides an overview of the major developments in federal and state securities litigation since …

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 …

Legal “Raincoat” Keeps Directors Dry in Going-Private Deals Outside Delaware

By Matthew G. Doré July 19, 2022 by renholding

Though Elon Musk’s controversy with Twitter has grabbed the headlines, another going-private legal development also merits attention: Meade v. Christie et al., an Iowa Supreme Court decision dismissing shareholder class action claims against directors who approved a going-private merger. …

Do We Need a Restatement of the Law of Corporate Governance?

By Stephen M. Bainbridge July 18, 2022 by renholding

In 1978, the American Law Institute (ALI) authorized a project originally intended to result in a Restatement of corporate law.[1] The drafters intended their project to be a departure from traditional restatements.[2] As they visualized it, the project …

Skadden Discusses Proposed 2022 Amendments to Delaware Corporation Law

By Allison L. Land and Edward B. Micheletti April 20, 2022 by renholding

On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize exculpation clauses limiting or eliminating the monetary …

Skadden Discusses Delaware Law Authorizing Captive Insurance for D&O Coverage

By Allison L. Land, Edward B. Micheletti and Peter Luneau February 18, 2022 by renholding

On February 7, 2022, Delaware’s governor signed a bill amending the Delaware General Corporation Law (DGCL) to expressly authorize Delaware corporations to purchase and maintain directors’ and officers’ (D&O) liability insurance by or through captive insurance companies. This amendment, described …

Skadden Discusses Waiver of Appraisal Rights Upheld by Split Delaware Supreme Court

By Arthur R. Bookout, Peyton V. Carper and Eric M. Holleran January 3, 2022 by renholding

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision to enforce a waiver of appraisal rights included in a stockholders agreement executed by “sophisticated parties” who owned 100% of the …

Weil Gotshal Discusses Boeing Decision and Board Oversight of Product Safety Risks

By Stephen A. Radin and Joshua Glasser September 20, 2021 by renholding

The Delaware Court of Chancery’s recent decision denying a motion to dismiss in In re The Boeing Company Derivative Litigation, 2021 WL 4059934 (Del. Ch. Sept. 7, 2021), reminds directors and their counsellors of the importance of board and …

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