James Griffin-Stanco on Board of Directors

Delaware's Status as the Favored Corporate Home: Reflections and Considerations

In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more

4/24/2024 / Board of Directors , California , Corporate Governance , Corporate Officers , Delaware , Delaware General Corporation Law , Franchise Taxes , Nevada , Popular , Shareholders , Texas

Recent Delaware Law Developments and Proposed Legislative Responses

The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more

4/15/2024 / Acquisitions , Board of Directors , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Fiduciary Duty , Mergers , Proposed Legislation , Shareholders , Stockholder Agreements

Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more

11/13/2023 / Acquisitions , Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Elon Musk , Mergers , Shareholders , Third-Party Beneficiaries , Twitter

Delaware Court of Chancery Issues Decision on Disney Board’s Obligations in the DeSantis Dispute

On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s...more

6/30/2023 / Board of Directors , Books & Records , Delaware General Corporation Law , Disney , Environmental Social & Governance (ESG) , Fiduciary Duty , Florida , Gay Rights , Governor DeSantis , Shareholder Litigation , Shareholders

Delaware Court of Chancery Addresses Drag-Along Provisions and Covenants Not to Sue in the Private Company M&A Context

Vice Chancellor J. Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under Delaware law, with the result...more

5/16/2023 / Acquisitions , Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Mergers , Shareholder Litigation , Shareholder Rights , Shareholders

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

Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more

3/30/2023 / Board of Directors , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholder Rights , Shareholders , Voting Rights

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

On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more

3/22/2023 / Board of Directors , Breach of Duty , Corporate Counsel , Corporate Officers , Delaware General Corporation Law , Directors , Fiduciary Duty , Shareholder Litigation , Shareholders

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

8/3/2022 / Board of Directors , Bylaws , Corporate Charters , Corporate Counsel , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Shareholder Litigation , Shareholders

Delaware Implements New Amendments to the Delaware General Corporation Law

Effective August 1, 2022, the Delaware General Corporation Law (the DGCL)—the statutory code that governs Delaware corporations—has been amended to make several significant changes. Among other things, the amendments will...more

8/2/2022 / Board of Directors , Corporate Governance , Corporate Misconduct , Corporate Officers , Delaware General Corporation Law , Shareholder Litigation , Shareholders

2021 Delaware Corporate Law and Litigation Year in Review

We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

James Griffin-Stanco

Wilson Sonsini Goodrich & Rosati

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