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

Continue Reading Recent Developments in Delaware Case Law