News & Analysis as of

Commercial Litigation Board of Directors

Jenner & Block

Delaware Supreme Court Clarifies MFW Framework

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On April 4, 2024, the Delaware Supreme Court held in In re Match Group Inc., Derivative Litigation that the entire fairness standard of review applies to all controlling stockholder transactions in which a controller receives...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more

Patton Sullivan Brodehl LLP

The Perils of Buying Property from an LLC with Competing Claims to Managerial Authority

Prior LLC Jungle posts have addressed the tricky issue of LLC managerial authority in the context of the LLC’s dealings with third parties... As referenced in those posts, under Corporations Code section 17703.01, when an...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Conyers

Cayman Islands Restructuring: Obtaining Consent in a Crisis

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Although there are occasions when formal insolvency proceedings are unavoidable, there are many cases where a consensual, out-of-court approach is more appropriate and desirable. We are often engaged to assist creditors,...more

Dechert LLP

After Delaware Court of Chancery Subjects Reincorporation Decision to Entire Fairness, Delaware Supreme Court Says Not so Fast

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The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more

White & Case LLP

The director’s duty to consider creditor interests

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In Foo Kian Beng v OP3 International Pte Ltd (in liquidation) [2024] SGCA 10 (OP3 International)1 the Singapore Court of Appeal considered the trigger for when the director's duty to consider the interests of creditors is...more

Conyers

Successful Defense of Contentious Special General Meeting Dispute: the Nan Hai Judgment

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In Ho Kwok Leung Glen, Hau Kai Ling and Ge Jun v Nan Hai Corporation Limited [2024] SC (Bda) 2 Civ, 31 January 2024, the Supreme Court of Bermuda (the “Court”) rejected the Plaintiffs’ application for a declaration that seven...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Boards Face ESG Pressure From Both the Left and Right

Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more

McDermott Will & Emery

Delaware Court Invalidates Stockholder Agreement Governance Provisions

In holding that certain provisions within the stockholder agreement of a Delaware corporation are invalid under the Delaware General Corporation Law (DGCL), the Delaware Court of Chancery has created a framework for...more

J.S. Held

2024 J.S. Held Global Risk Report: Environmental, Social & Corporate Governance (ESG)

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The extraterritorial expansion of ESG laws and policies will reach a significant turning point in 2024. Investors, government regulators, and consumers are demanding greater transparency and disclosure when it comes to a...more

Dechert LLP

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential...

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The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Confirms that Duty of Oversight Claims Against Corporate Officers Are Subject to the Same High...

In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Finds Officer Liable for Competing With Corporation and Misappropriating Trade Secrets

On September 1, 2023, Vice Chancellor Paul A. Fioravanti, Jr. of the Court of Chancery delivered a decision finding that the president of a plaintiff company and a second business the president had formed and served...more

Morris James LLP

Delaware Corporate and Commercial Case Law Year in Review

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Our 2021 Top 10 list summarizes decisions from the Delaware courts likely to affect business transactions and business litigation going forward. Our criteria for selection are that the decision either meaningfully changed...more

Oberheiden P.C.

10 Reasons to Hire a Corporate Private Investigator

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Corporate investigations can serve a variety of different purposes. From uncovering accounting fraud to responding to cybersecurity breaches and preparing for litigation, there are various circumstances in which corporate...more

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