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Our recent Client Alert discusses the June 27 decision issued by Vice Chancellor Lori Will of the Delaware Court of Chancery addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s response to Governor Ron DeSantis and the “Don’t Say Gay” bill, or…

Continue Reading Disney Prevails in Records Request Relating to Board’s Obligations in DeSantis Dispute 

The Delaware courts have issued several noteworthy decisions in recent weeks that should have an impact on practice and stockholder litigation. Below is a brief summary of these decisions, which involved the following issues:

  • The breach of a capitalization representation in a merger agreement and the resulting ability of the buyer to terminate the deal
  • The Tesla and Oracle litigations alleging, respectively, that Elon Musk and Larry Ellison were controllers and improperly caused those companies to acquire SolarCity and NetSuite
  • The “MFW” framework to cleanse controlling stockholder conflicts—and whether the Delaware Supreme Court will revisit that framework

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Continue Reading Recent Developments in Delaware Case Law

Our recent Client Alert discusses an important ruling issued by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery on March 29, 2023. This ruling concluded that two companies with multiple classes of common stock were not required, under the Delaware statute, to obtain separate class votes of…

Continue Reading Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes

Our Client Alert discusses the Delaware Court of Chancery’s recent issuance of a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary duties by tilting his company’s sale process in favor of his preferred acquiror and failing to disclose material facts about the sale process. Equally unusual, the Court of Chancery found the acquiror liable for monetary damages, on a joint basis with the CEO, for aiding and abetting the CEO’s breaches of fiduciary duty in providing inadequate disclosures to stockholders. The decision provides valuable insight into what Delaware courts expect of management and a board when selling a company, as well as the risks that can arise when a court determines that a sale process and related disclosures were improper.…

Continue Reading In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial

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