Delaware Law

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On June 15, 2026, the Delaware Court of Chancery issued an Opinion interpreting Section 144 of the DGCL, the landmark statutory measure adopted last year to provide safe harbors for certain conflicted transactions and address director independence, among other reforms. Our recent Client Alert discusses the Opinion, which applies, for…

Continue Reading Delaware Court of Chancery Interprets Amended Section 144 and Applies Heightened Presumption of Director Independence

Our recent Client Alert discusses the highly anticipated decision from the Delaware Supreme Court upholding recent amendments to the Delaware General Corporation Law (DGCL) that provide safe harbor procedures set forth in Section 144 of the DGCL for board decisions and corporate transactions involving director, officer, or controlling stockholder conflicts.

Continue Reading Delaware Supreme Court Upholds Landmark Statutory Amendments

Our recent Client Alert discusses the highly anticipated ruling on December 19, 2025, by the Delaware Supreme Court reversing the Court of Chancery’s rescission of Elon Musk’s 2018 equity compensation package. The per curiam opinion focused on the remedy rather than liability, holding that rescission was an “improper remedy” given the inability to restore the status quo. The Delaware Supreme Court awarded nominal damages of $1 and adopted Tesla’s proposed quantum meruit approach for attorneys’ fees—lowering the fee award from $345 million to approximately $54.5 million.

Continue Reading Delaware Supreme Court Reverses Rescission of Elon Musk’s Pay Package and Lowers Plaintiff’s Fee Award

For decades, Delaware has been the top choice for incorporation in the United States, providing a stable legal framework and business-savvy courts. In recent months, a debate has arisen over the ongoing vitality of Delaware law, while other states have stepped up their efforts to compete with Delaware. In response to concerns in the market and to ensure that Delaware preserves its commitment to clarity and predictability, the Delaware legislature and Governor recently enacted landmark amendments to the Delaware General Corporation Law.

Continue Reading Webinar Alert | The Future of Delaware Law – April 8, 2025, 10:00 a.m. PT

On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. Our recent Client Alert discusses the changes effected by these amendments and the potential impacts thereof. The amendments are immediately effective…

Continue Reading Delaware Enacts Landmark Corporate Law Amendments

Our Client Alert discusses landmark legislation and initiatives recently announced by Delaware legislative leaders and Governor that would, if enacted into law, address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee awards.

Continue Reading Delaware Legislators and Governor Propose Landmark Legislation

Our recent Client Alert discusses the February 4, 2025, decision by the Delaware Supreme Court in the TripAdvisor litigation. The court determined that TripAdvisor’s proposed reincorporation from Delaware to Nevada should be reviewed under the business judgment standard of review, under which courts will defer to the judgment of boards…

Continue Reading Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

Our recent Client Alert discusses the extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) that will become effective on August 1, 2024. The amendments, which will apply both prospectively and retrospectively, were largely intended to address several recent Delaware Court of Chancery decisions that…

Continue Reading Significant Amendments to the Delaware General Corporation Law Are Set to Become Effective

Our recent Client Advisory addresses the conversation that has emerged over the past several months as to whether Delaware should remain the favored state of incorporation for business entities. Specifically, it discusses various factors that entrepreneurs, investors, and companies should consider when weighing whether to remain in Delaware or to…

Continue Reading Delaware’s Status as the Favored Corporate Home: Reflections and Considerations

Our recent Client Alert provides an overview of significant Delaware law developments of late.  The alert describes the Delaware Supreme Court’s ruling addressing controlling stockholder conflicts of interest in In re Match Group, Inc. Derivative Litigation, which will prove consequential in many transactions involving companies with large stockholders. In…

Continue Reading Recent Delaware Law Developments and Proposed Legislative Responses