We are pleased to present our 2022 Delaware Corporate Law and Litigation Year In Review.

Amid a broader cooldown in the markets, 2022 nonetheless proved to be a significant year with respect to developments in Delaware corporate law and practice. The Delaware courts issued scores of opinions relevant to those in corporate practice and oversaw some of the most high-profile (and exciting) litigation in years. In addition to case law developments, the General Corporation Law of the State of Delaware (DGCL) was amended on August 1, 2022, in several significant ways. Meaningful developments also occurred in the composition of the Delaware courts.

Continue Reading 2022 Delaware Corporate Law and Litigation Year in Review

Our Client Alert discusses a recent decision by the Delaware Court of Chancery in which the court determined that officers (not just directors) owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation, involved derivative claims asserted by stockholders of McDonald’s against its board of directors and certain officers, including its former Chief People Officer, who was the subject of the court’s decision resolving his motion to dismiss the claims against him. The court’s decision clarifies an important but previously uncertain area of Delaware law pertaining to officers’ fiduciary duties. Significantly, the court also concluded that sexual harassment committed by the executive was itself a breach of his fiduciary duty of loyalty.

Continue Reading Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers

In recent weeks, the Delaware Court of Chancery has issued two noteworthy opinions in the special purpose acquisition company (SPAC) context—one related to fiduciary duties and one related to the technical question of when a class or series of stock is entitled to its own separate vote on a charter amendment. These opinions provide valuable insight into how the courts may view common elements of de-SPAC transactions and also have broader implications for practice. A summary of the court’s key holdings is below.

Continue Reading Delaware Court of Chancery Issues Two Opinions in the SPAC Context