Harvard Corporate Governance

JUNE 1, 2023

Vargas and Melanie Yeames , and is part of the Delaware law series ; links to other posts in the series are available here. To provide for officer exculpation, however, a Delaware corporation must amend its certificate of incorporation, which requires stockholder approval. Land, Mr. Adams, Alexander J.

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Harvard Corporate Governance

MARCH 6, 2024

Flaherty, and Sarah Hand and is part of the Delaware law series ; links to other posts in the series are available here. The Delaware General Corporation Law (the DGCL) was also updated in certain significant ways. This post is based on a WSGR memorandum by Ms. Simmerman, Mr. Hart, Ms.

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Harvard Corporate Governance

SEPTEMBER 6, 2023

This post is based on their Freshfields memorandum, and is part of the Delaware law series ; links to other posts in the series are available here. A trio of recent, high-profile M&A cases in the Delaware Court of Chancery merit special attention by M&A acquirors.

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Harvard Corporate Governance

FEBRUARY 6, 2024

This post is based on their Orrick memorandum and is part of the Delaware law series ; links to other posts in the series are available here. Note: This insight, updated on January 19, 2024, now reflects the outcome of a Delaware Supreme Court case that was pending at the time of the original publication.

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Harvard Corporate Governance

AUGUST 9, 2022

This post is based on their Wachtell memorandum, and is part of the Delaware law series ; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes Monetary Liability for Breach of the Duty of Care? discussed on the Forum here ) by Holger Spamann.

Compliance 202

Compliance 202

Law 360 M&A

APRIL 15, 2024

Last week, Delaware justices mulled whether one Chancery Court vice chancellor properly voided four company bylaws — just as another vice chancellor voided one more.

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Harvard Corporate Governance

DECEMBER 13, 2023

This post is based on his recent paper forthcoming in the Journal of Corporation Law and is part of the Delaware law series ; links to other posts in the series are available here. But as all competent Delaware lawyers know, and as numerous scholars have pointed out, this is clearly wrong.

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Corporate Finance Finance 202

Harvard Corporate Governance

JULY 27, 2022

Fieldston , and is part of the Delaware law series ; links to other posts in the series are available here. This post is based on a Paul, Weiss memorandum by Mr. Bouchard, Mr. Seifreid, Ms. Janghorbani, Laura C. Turano , and Ross A. In Totta v. CCSB Financial Corp. ,

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Harvard Corporate Governance

DECEMBER 6, 2023

Travis Laster, Delaware Court of Chancery, on Wednesday, December 6, 2023 Editor's Note: The Honorable J. Travis Laster is Vice Chancellor at the Delaware Court of Chancery. This post is based on his article and is part of the Delaware law series ; links to other posts in the series are available here. Posted by Hon.

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Harvard Corporate Governance

FEBRUARY 26, 2023

Bussiere, Elizabeth Gorman and Dillon Carlin , and is part of the Delaware law series ; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders (discussed on the Forum here ) by Lucian Bebchuk and Assaf Hamdani.

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Harvard Corporate Governance

MARCH 30, 2022

This post is based on their MWE memorandum, and is part of the Delaware law series ; links to other posts in the series are available here. These cases are a good reminder that well-worn principles of Delaware law still apply in the SPAC context: In In re Multiplan Corp. Coates (discussed on the Forum here ). 2022 WL 322013 (Del.

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Marketability 205

Harvard Corporate Governance

MAY 23, 2022

This post is based on their Skadden memorandum, and is part of the Delaware law series ; links to other posts in the series are available here. On March 22, 2022, Skadden hosted a webinar on recent developments in Delaware corporate law. Rosenello is an associate at Skadden, Arps, Slate, Meagher & Flom LLP.

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Harvard Corporate Governance

MARCH 20, 2024

Yecies, Stephanie Lindemuth , Kaitlin Shapiro , and Richard D’Amato and is part of the Delaware law series ; links to other posts in the series are available here. Summary On February 23, 2024, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued his 131-page decision in West Palm Beach Firefighters’ Pension Fund v.

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Harvard Corporate Governance

AUGUST 4, 2022

This post is based on their Wachtell memorandum, and is part of the Delaware law series ; links to other posts in the series are available here. Niles are partners at Wachtell, Lipton, Rosen & Katz. However, such protective statutory provisions did not reach officers. Van Gorkom ) but now also corporate officers. .

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Harvard Corporate Governance

JANUARY 17, 2024

This post was prepared for the Forum by Mr. Lebovitch and is part of the Delaware law series ; links to other posts in the series are available here. If so, perhaps the broader lesson is that Delaware should rely less on rigid dismissal doctrines and revert to trusting its judges. The recent oral argument in In re Match Group, Inc.

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Law 360 M&A

APRIL 26, 2024

Storm clouds have closed around Delaware's often staid annual corporation law update, with one prominent firm publicly citing this week a perception that Delaware judges have adopted an "increasingly suspicious or negative tone" toward boards, management and the corporate bar, potentially jeopardizing the state's business haven status.

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Harvard Corporate Governance

JANUARY 16, 2024

This post is based on their Skadden memorandum and is part of the Delaware law series ; links to other posts in the series are available here. Key Points In a key ruling, the Delaware Chancery Court held that corporate officers, as well as directors, may owe Caremark duties of oversight.

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Law 360 M&A

FEBRUARY 26, 2024

Delaware's Court of Chancery dropped two potentially far-reaching decisions last week: one about founder control at Moelis & Co. and another about TripAdvisor's planned move to Nevada. On top of that, there were new cases involving Citrix Systems, Alcoa Corp., BGC Partners Inc. and Cantor Fitzgerald LP.

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Harvard Corporate Governance

NOVEMBER 23, 2023

This post is based on their Milbank memorandum and is part of the Delaware law series ; links to other posts in the series are available here. Whoriskey and Scott Golenbock, Milbank LLP, on Thursday, November 23, 2023 Editor's Note: Neil Q. Whoriskey and Scott Golenbock are Partners at Milbank LLP.

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Harvard Corporate Governance

NOVEMBER 6, 2022

This post is based on their Freshfields memorandum and is part of the Delaware law series ; links to other posts in the series are available here. Given recent stock market declines, many listed companies currently trade at substantially reduced share prices relative to earlier in 2022.

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Compliance Marketability 314

Law 360 M&A

APRIL 22, 2024

Last week, Delaware's Chancery Court news included a Tesla announcement about moving to Texas, a midcase appeal of Tripadvisor's move to Nevada, and United Airlines' escape from a stockholder suit. Disputes about board entrenchment, squeeze-out mergers, co-founder fallouts and deadly ice cream moved ahead.

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Harvard Corporate Governance

NOVEMBER 11, 2022

This post is part of the Delaware law series ; links to other posts in the series are available here. There have been two intervals of disruption in this history—disruptions incident to unexpected revisions of the methodology of fair value ascertainment by the Delaware Supreme Court. Bratton is Nicholas F. UOP , 457 A.2d

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Harvard Corporate Governance

JANUARY 29, 2023

This post is part of the Delaware law series ; links to other posts in the series are available here. 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 enforced.

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Harvard Corporate Governance

DECEMBER 23, 2023

Simmerman, Mr. Sorrels, Mr. Greecher, Joe Slights , Adrian Broderick , and James Griffin-Stanco and is part of the Delaware law series ; links to other posts in the series are available here. This post is based on a memorandum by Ms. On October 31, 2023, in Crispo v. Musk , Chancellor Kathaleen St.

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Cooley M&A

APRIL 17, 2024

Derivative Litigation , the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates to the application of the model used in Kahn v. M & F Worldwide Corp.,

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Law 360 M&A

APRIL 8, 2024

Delaware's Court of Chancery also saw new suits filed for legal fees, arguments over multibillion-dollar pay packages, and a judge flummoxed over Truth Social. Last week, a much-watched Chancery Court Match.com decision got reversed, a Philip Morris motion got stubbed out, and a long-frozen Blue Bell Creameries suit started churning again.

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Law 360 M&A

FEBRUARY 16, 2024

News broke last week that Delaware's Court of Chancery will say goodbye to its current longest-serving jurist, a development that quickly overshadowed a busy week of new merger and board disputes, fee rulings, settlements, and books-and-records demands.

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Law 360 M&A

FEBRUARY 5, 2024

Last week, Delaware's chancellor gave us 55 billion reasons to keep an eye on the First State in a case involving Tesla CEO Elon Musk's pay package, while the court of equity also took on cryptocurrency, artificial intelligence, space flight and country music.

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Equity 75

Law 360 M&A

SEPTEMBER 4, 2023

New cases in Delaware's Court of Chancery last week alleged "pie in the sky" investments by Palantir Technologies and wasteful satellite-launch contracts by Amazon. The nation's court of equity also logged notice of a $65 million settlement and got ready for another coming up this week that could be almost three times as much.

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Law 360 M&A

MARCH 25, 2024

Last week in Delaware's Court of Chancery, litigants battled as Truth Social went public, Carl Icahn and Tripadvisor hit a roadblock, and more shareholders wailed about "invasive" bylaws. Oil drilling and pharmaceutical mergers sparked new lawsuits, and a sewing machine trademark owner snipped a long-running thread.

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Harvard Corporate Governance

NOVEMBER 27, 2023

Wachter Distinguished Fellow at the University of Pennsylvania Carey Law School; Senior Fellow, Harvard Program on Corporate Governance; Of Counsel, Wachtell, Lipton, Rosen & Katz; and former Chief Justice and Chancellor, the State of Delaware. This post is based on their recent paper.

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Law 360 M&A

APRIL 10, 2024

With Elon Musk's recent decision to reincorporate his companies outside of Delaware, and with more businesses increasingly considering Nevada and Texas as corporate homes, attorneys at Baker Botts look at each jurisdiction's foundation of corporate law, and how the differences can make each more or less appealing based on a corporation's needs.

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Law 360 M&A

MARCH 18, 2024

million appraisal tweak were among the big-dollar items logged in the Delaware Court of Chancery's ledger last week. Multimillion-dollar e-cigarette settlements, $4 billion in stock buybacks and a $6.1 Also on the docket: a Panama port project, a news outlet's defamation case, drone disputes and a flood of mail from Tesla shareholders.

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Appraisal 52

Cooley M&A

NOVEMBER 15, 2023

During a panel at the October 2023 Berkeley Fall Forum on Corporate Governance , Delaware Court of Chancery Chancellor Kathaleen St. Catch up on the “state” of Delaware – and what’s been happening at the Court of Chancery – in this post on Cooley’s Securities Litigation + Enforcement blog.

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Law 360 M&A

DECEMBER 19, 2022

Delaware courts started getting ready for the holidays this week, gifting one of their top justices to the Third Circuit, putting a bow on a multimillion-dollar fee award, and wrapping up a cognac dispute for an arbitrator. Hope you enjoy the last wrap-up this year of last week's news from Delaware's Chancery Court.

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Start-ups 98

Harvard Corporate Governance

APRIL 17, 2024

Posted by Jens Frankenreiter (Washington University in St. Louis) and Eric Talley (Columbia University), on Wednesday, April 17, 2024 Editor's Note: Jens Frankenreiter is an Associate Professor of Law at Washington University in St. Louis, and Eric Talley is Isidor and Seville Sulzbacher Professor of Law at Columbia Law School.

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Law 360 M&A

SEPTEMBER 11, 2023

Delaware's Court of Chancery last week approved an "extraordinary" $167.5 In case you missed any of it, here's the latest from Delaware's Chancery Court. million settlement but sent back two others, largely upheld a $480.7 million damage request, and lamented the difficulties of enforcing court orders for faraway litigants.

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