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

Our recent Client Alert discusses a February 23, 2024, decision issued by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance rights—here, in the public company and investment bank Moelis—violated the Delaware statute by infringing upon the authority of the board of directors and were therefore invalid. Reviewing Delaware case law on board authority dating back to the early twentieth century, the court determined that the offending provisions—set forth in a stockholder agreement and not in the certificate of incorporation—operated as an improper constraint on board authority in violation of Section 141(a) of the Delaware General Corporation Law and interfered with the board’s authority to use its best judgment on management matters and policy. At the same time, the court concluded that some of the rights in question—particularly, the requirement to nominate the founder’s nominees for election and to use reasonable efforts for such nominees to be elected and to continue to serve as directors—were not facially invalid because they could operate legitimately under Delaware law. In particular, the court noted that stockholders have a fundamental right to nominate directors and that the corporation could appropriately take efforts, such as including the nominees in its proxy materials and on its proxy card, to cause the founder’s nominees to be elected and to serve on the board. Continue Reading Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

Our recent Client Alert discusses that on February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard of judicial review, rather than

Continue Reading Delaware Court of Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada

We are pleased to present our 2023 Delaware Corporate Law and Litigation Year In Review.

In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer oversight obligations, the role of boards in navigating environmental, social, and governance issues, dual-class stock structures

Continue Reading 2023 Delaware Corporate Law and Litigation Year in Review