Edward Micheletti on Shareholders

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

4/8/2024 / Acquisitions , Board of Directors , Capital Markets , Corporate Governance , Delaware General Corporation Law , General Assembly , Merger Agreements , Mergers , Proposed Amendments , Shareholders , Shareholders' Agreements , State Bar Associations , State Legislatures

Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more

12/27/2023 / Board of Directors , Books & Records , Corporate Governance , Corporate Misconduct , Corporate Officers , Delaware General Corporation Law , Fiduciary Duty , Misappropriation , Section 220 Request , Shareholder Litigation , Shareholders , Trade Secrets

‘Busted Deals’ and Damages: Court of Chancery Clarifies Who Can Recover ‘Lost-Premium’ Damages

In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more

12/27/2023 / Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Merger Agreements , Mergers , Shareholder Litigation , Shareholders

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock...

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more

5/30/2023 / Board of Directors , Broker-Dealer , Bylaws , Controlling Stockholders , Corporate Governance , DE Supreme Court , Delaware General Corporation Law , Proposed Amendments , Shareholders , Stocks

Advancing Forward — Delaware Courts Provide Further Guidance on Incumbent Board Enforcement of Advance Notice Bylaws

In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more

12/23/2022 / Board of Directors , Books & Records , Bylaws , Controlling Stockholders , Corporate Counsel , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholders

Insights: The Delaware Edition - December 2022

In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more

12/21/2022 / Advanced Notice of Proposed Rulemaking (ANPRM) , Board of Directors , Books & Records , Bylaws , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Enforcement , Recordkeeping Requirements , Reporting Requirements , Shareholders , Standard of Review

Inside the Courts – An Update From Skadden Securities Litigators - September 2022

Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene Corporation’s merger with Health Net,...more

9/12/2022 / Board of Directors , Breach of Duty , Corporate Counsel , Derivative Suit , Fiduciary Duty , Materiality , Securities Act of 1933 , Securities and Exchange Commission (SEC) , Securities Exchange Act , Shareholder Litigation , Shareholders , SLUSA

Court of Chancery Issues SPAC-Related Decision of First Impression

On January 3, 2022, the Delaware Court of Chancery issued a novel decision arising from a challenge to a transaction involving a special purpose acquisition company, commonly referred to as a SPAC, in In re MultiPlan Corp....more

1/7/2022 / Breach of Duty , Corporate Governance , Entire Fairness Standard , Initial Public Offering (IPO) , Mergers , Proxy Statements , Securities and Exchange Commission (SEC) , Shareholders , Special Purpose Acquisition Companies (SPACs)

Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill” — with a 5% trigger that The Williams Companies, Inc....more

3/8/2021 / Board of Directors , Corporate Counsel , Corporate Governance , Hostile Takeover , Poison Pill , Shareholder Activism , Shareholder Rights , Shareholders , Stock Prices

A Brief Response Regarding Stakeholder Governance

The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more

9/22/2020 / Board of Directors , Business Judgment Rule , Corporate Governance , DE Supreme Court , Delaware General Corporation Law , Entire Fairness Standard , Fiduciary Duty , Non-Shareholders , Shareholders , Stakeholder Engagement

Stockholders Versus Stakeholders — Cutting the Gordian Knot

Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more

8/7/2020 / Board of Directors , Business Judgment Rule , Coronavirus/COVID-19 , Corporate Governance , Directors , Environmental Social & Governance (ESG) , Fiduciary Duty , Human Rights , Oversight Duties , Shareholders , Stakeholder Engagement

Q&A: Directors’ Delaware Law Questions During the Pandemic

Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....more

5/12/2020 / Acquisitions , Board of Directors , Business Closures , Buyers , Coronavirus/COVID-19 , Delaware General Corporation Law , Government Shutdown , Material Adverse Change Clauses (MACs) , Material Adverse Effects , Mergers , Oversight Duties , Publicly-Traded Companies , Section 220 Request , Sellers , Shareholder Litigation , Shareholders , Workplace Safety

Delaware Governor Issues Order Regarding Notice of Change to Virtual Stockholders’ Meeting for Public Companies Due to COVID-19

On April 6, 2020, the governor of Delaware, John Carney, issued an executive order addressing the notice requirement for public companies that switch their stockholders’ meetings from a physical location to a “virtual”...more

4/8/2020 / Board of Directors , Coronavirus/COVID-19 , Corporate Counsel , Executive Orders , Filing Requirements , Governor Carney , Notice Requirements , Public Health Emergency , Publicly-Traded Companies , Reporting Requirements , Securities and Exchange Commission (SEC) , Shareholder Meetings , Shareholders , Virtual Meetings , Websites

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

1/30/2020 / Acquisitions , Administrative Procedure Act , Anti-Discrimination Policies , Anti-Harassment Policies , Anti-Kickback Statute , Antitrust Investigations , Appeals , Arbitration Awards , Attorney General , Backstop Agreements , BEPS , BitLicense , Blockchain , Board of Directors , Bonds , Capital Markets , CFIUS , CFTC , Chapter 11 , Claim Preclusion , Class Action , Commercial Bankruptcy , Common Stock , Congressional Investigations & Hearings , Congressional Subpoenas , Consumer Financial Protection Bureau (CFPB) , Cooperation Agreement , Copyright , Corporate Governance , Corporate Restructuring , Corporate Social Responsibility , Corporate Taxes , Corwin Doctrine , Covenant Lite Deals , Creditors , Cross-Border Transactions , DACA , DE Supreme Court , Debt Financing , Debtors , Department of Justice (DOJ) , Dischargeable Debts , Disgorgement , Disparate Impact , Dodd-Frank , Down Rounds , Drug Pricing , EBITDA , Employee Retirement Income Security Act (ERISA) , Employer Liability Issues , Employment Discrimination , Enforcement Actions , Enforcement of Foreign Judgments , Enterprise Act 2002 , Environmental Social & Governance (ESG) , EU , Fair Housing Act (FHA) , Federal Trade Commission (FTC) , FinTech , FIRRMA , Foreign Acquisitions , Foreign Investment , Foreign Issuers , FRCP 23 , General Data Protection Regulation (GDPR) , General Elections , GILTI tax , High-Yield Markets , Hong Kong , Hong Kong Stock Exchange , Individual Accountability , Initial Public Offering (IPO) , Intellectual Property Litigation , Intercreditor Agreements , International Arbitration , International Litigation , IRS , Issue Preclusion , Japan , Joint Venture , Legislative Agendas , Life Sciences , Listing Rules , Litigation Strategies , Make-Whole Premium , Mergers , MFW , Multinationals , National Security , PCAOB , Pharmaceutical Industry , Political Parties , Preferred Shares , Private Offerings , Privately Held Corporations , Proxy Advisory Firms , Publicly-Traded Companies , Refinancing , Regulatory Agenda , Reporting Requirements , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Separation of Powers , Shareholder Activism , Shareholder Proposals , Shareholders , Split of Authority , State Labor Laws , Stock Drop Litigation , Tax Cuts and Jobs Act , Tax Litigation , Technology Sector , Third-Party Release Agrements , Transparency , UK , UK Brexit , Valuation , White Collar Crimes

Recent Trends in Books and Records Litigation

Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more

Putting to Rest the Debate Between Corporate Social Responsibility and Current Corporate Law

There is an ongoing debate regarding the role of publicly traded for-profit business corporations in addressing the many serious challenges confronting society, including some directly involving nonshareholder corporate...more

8/28/2019 / Board of Directors , Corporate Governance , Corporate Social Responsibility , Publicly-Traded Companies , Shareholders

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Social Responsibility and Enlightened Shareholder Primacy: Views From the Courtroom and Boardroom

There is an ongoing debate about the role that publicly traded for-profit business corporations should play in addressing a broad range of problems confronting our world today. Many issues fall under the ESG label — meaning...more

2/4/2019 / Best Management Practices , Board of Directors , Business Judgment Rule , Corporate Governance , Corporate Social Responsibility , Environmental Policies , Fiduciary Duty , Publicly-Traded Companies , Shareholders

Delaware Litigation Developments Impacting Financial Advisors

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

M&A Litigation Developments: Where Do We Go From Here?

Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more

5/29/2018 / Acquisitions , Appraisal , Breach of Duty , Corporate Counsel , Corwin Doctrine , Damages , DE Supreme Court , Discovery , Injunctions , Mergers , Mootness , Section 220 Request , Securities Litigation , Settlement Negotiations , Shareholders , Trulia

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

11/22/2017 / Board of Directors , Corporate Governance , Corwin Doctrine , Delaware General Corporation Law , Duty of Care , Duty of Loyalty , Duty to Disclose , Fiduciary Duty , Jurisdiction , Mergers , Morrison v National Australia Bank , Pleading Standards , Proxy Contests , Shareholder Activism , Shareholder Litigation , Shareholders , Standard of Review , Totality of Circumstances Test , TRO

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

5/8/2017 / Appraisal Rights , Board of Directors , Books & Records , Breach of Duty , Business Judgment Rule , Corwin Doctrine , DE Supreme Court , Delaware General Corporation Law , Exclusive Forum , Fiduciary Duty , Independent Director , Irrebuttable Presumptions , Mergers , Multidistrict Litigation , Section 220 Request , Shareholder Litigation , Shareholders , Standard of Review , Trulia

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

6/20/2016 / Appraisal Rights , Asset Purchaser , Board of Directors , Corporate Counsel , Delaware General Corporation Law , Mergers , New Amendments , Shareholder Rights , Shareholders , Short-Form Mergers , Stock Purchase Agreement , Tender Offers

"Fee-Shifting, Financial Advisor Liability Among Likely Delaware Law Issues for 2015"

The Delaware courts weighed in on familiar issues of importance last year, including multiforum deal litigation and the emphasis on an independent board process, while also delving into relatively new territory such as...more

2/10/2015 / Bylaws , Fee-Shifting , Independent Boards , Judicial Appointments , Multidistrict Litigation , Shareholder Litigation , Shareholders

Edward Micheletti

Skadden, Arps, Slate, Meagher & Flom LLP

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