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 controllers and Caremark claims.

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint
The Court of Chancery issued its first-ever dismissal of a SPAC disclosure complaint, opening the door to the possibility that future challenges to a de-SPAC transaction may not always survive a motion to dismiss.

Recent Updates in Delaware Disclosure Law
The Delaware Supreme Court issued two opinions on disclosures made by financial advisors in connection with M&A transactions. Accordingly, previously accepted disclosure language about prior and concurrent work completed by advisors may not be sufficient.

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations
The first half of 2024 has been a watershed moment in the Delaware courts for transactions involving controllers, with the Delaware Supreme Court issuing significant rulings on entire fairness review and a need for more robust “conflict” disclosures.

Caremark Developments: Business Risk Versus Massey Claims
We examine Caremark claims that were either dismissed or sustained by Delaware courts, including those alleging failure to properly oversee or monitor business risk and those alleging failure to oversee a corporation’s affirmative violation of positive law.

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