Significant post-election shifts in corporate governance policy are already occurring among regulators, self-regulatory organizations and proxy advisors.
The SEC will no longer litigate its climate disclosure rules,...more
2/21/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Investors ,
Nasdaq ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders
Delaware Supreme Court holds business judgment rule applies to decision to reincorporate a company out of Delaware made on a “clear day.”
For a non-ratable benefit to give rise to a conflict and trigger entire fairness,...more
2/19/2025
/ Board of Directors ,
Business Entities ,
Conflicts of Interest ,
Corporate Governance ,
D&O Insurance ,
DE Supreme Court ,
Delaware ,
Entire Fairness Standard ,
Fiduciary Duty ,
Liability ,
SCOTUS ,
Shareholders
Delaware Supreme Court reaffirms that “the test for actual control by a minority stockholder is not an easy one to satisfy.” Supreme Court makes clear that control by a minority stockholder is “not presumed.” Supreme Court’s...more
Highlight the steady pace of filings for artificial intelligence-related securities class actions;
Analyze an opinion by the Eastern District of Michigan denying class certification and illustrating how courts are...more
11/26/2024
/ Artificial Intelligence ,
Bad Faith ,
Class Action ,
Class Certification ,
Common Stock ,
Compliance ,
Derivatives ,
Fraud ,
Goldman Sachs ,
Investors ,
Liability ,
Misrepresentation ,
Non-Public Information ,
SCOTUS ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation
Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation.
Court holds that certificate provision requiring...more
Court of Chancery rejects Plaintiffs’ claims that directors engaged in “affirmative lawbreaking for profit”, finding alleged “trifling or technical” violations are ones “over which reasonable minds can differ.”
Court...more
Amendments were adopted to restore market practices impacted by three recent Court of Chancery decisions.
Amendments simplify the approval of a merger by a board of directors, thereby removing the potential for certain...more
District court finds minority investors in companies accused of antitrust violations are not liable solely by virtue of holding a minority ownership stake.
To obtain injunctive relief, the FTC must allege specific facts...more
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
5/14/2024
/ Appeals ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Incorporation ,
Interlocutory Orders ,
Motion to Dismiss ,
Shareholder Litigation
Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions.
Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more
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
2/22/2024
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Commercial Litigation ,
Controlling Stockholders ,
Delaware General Corporation Law ,
Elon Musk ,
Equity Compensation ,
Fiduciary Duty ,
Rescission ,
Shareholder Votes ,
Shareholders ,
Tesla
On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the California Air Resources Board (“CARB”), an agency of the State of California...more
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
An interview with Rick Horvath, Partner at Dechert by Richard Hsu...more
The Court of Chancery continues its consideration of whether a director or officer’s oversight duties, set forth in the seminal case of In re Caremark International Inc. Derivative Litigation and its progeny, apply to...more
The past year saw significant developments in the Delaware courts for books and records inspection demands pursuant to Section 220.
In a first-of-its-kind decision, the Court rejected an inspection demand as lacking a...more
The two new California laws apply to both public and private corporations, partnerships, limited liability companies, or other business entities meeting applicable revenue thresholds and doing business in California, without...more
10/10/2023
/ Business Entities ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Governor Newsom ,
Legislative Agendas ,
New Legislation ,
Popular ,
Securities and Exchange Commission (SEC)
The Delaware Court of Chancery penned the latest chapter, on June 30, 2023, in a long-running dispute concerning TC Energy Corporation’s (“TransCanada”) July 2016 acquisition of Columbia Pipeline Group (“Columbia”), holding...more
7/26/2023
/ Acquisitions ,
Aiding and Abetting ,
Breach of Duty ,
Corporate Counsel ,
Damages ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Litigation ,
TransCanada
Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause;
Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;...more
7/24/2023
/ Books & Records ,
Capitalization ,
Class Action ,
Coinbase ,
Cryptocurrency ,
Delaware General Corporation Law ,
Derivative Suit ,
Disney ,
Environmental Social & Governance (ESG) ,
Forum Selection ,
Mergers ,
Non-Fungible Tokens (NFTs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Shareholders ,
Waivers
Chancellor McCormick of the Delaware Court of Chancery issued an Opinion on July 6, 2023, in Anderson v. Magellan Health, Inc., imposing a new, heightened standard of review of requests for mootness fees predicated on...more
Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing.
A stockholder does not have a proper purpose for investigating an “ordinary...more
7/7/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Delaware ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Inspections ,
LGBTQ ,
Shareholders
In the past year, environmental, social, and governance (“ESG”) practices have faced heightened scrutiny in the United States from state attorneys general, state and federal legislators, other government officials, and...more
6/21/2023
/ 401k ,
Administrative Procedure Act ,
Asset Management ,
Department of Labor (DOL) ,
Duty of Loyalty ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Investment ,
Investors ,
Mismanagement ,
Popular ,
Putative Class Actions ,
Retirement Plan Providers ,
Risk Management
The Delaware Supreme Court affirms the Court of Chancery’s determination that Tesla’s acquisition of SolarCity was the result of fair dealing, reflected a fair price, and was entirely fair—even when the process was...more
U.S. Supreme Court resolves circuit split created by Ninth Circuit decision which had held that traceability not required in the context of a direct listing.
By requiring traceability, the Supreme Court cabins strict...more
Court of Chancery holds that conflicted transactions involving a potential controller may still be considered under the deferential business judgment rule, rather than entire fairness, if the evidence does not establish the...more