This year’s Lecturer is Professor Lisa Fairfax from the University of Pennsylvania Law School. Details of the event on April 19 at the Hotel duPont in Wilmington, Delaware, are available at this link. Hard to believe that when I started this idea while on the law review, it would still be going strong almost four decades later. Named after my father, the Delaware Journal of Corporate Law at the Delaware Law School of Widener University continues to host and organize the event that brings leading corporate law scholars from around the country to share their insights. Prior Annual Lectures have ..read more

Key Delaware decisions on advancement under DGCL Section 145 for directors and officers were highlighted in a just-published book chapter in an ABA publication that I co-authored with 5 of my colleagues in the Delaware office of Lewis Brisbois. This is the 8th year that I have highlighted key advancement cases for a book chapter for the ABA. Links to other advancement decisions highlighted over the last 19 years on this blog, as well as prior ABA book chapters on this topic are available on these pages ..read more

A recent gem of a short letter ruling from the Delaware Court of Chancery in Goldman v. LBG Real Estate Company LLC, C.A. No. 2023-0426-KSJM (Del. Ch., Feb. 26, 2024), provides important insights, with citations to authority, on three noteworthy topics of widespread relevance to corporate litigators: California courts find “Delaware law on advancement particularly persuasive because of the depth of its experience with corporate governance issues.”  Slip op. at 2 and footnote 6 which cites to several cases (other citations omitted). Like Delaware, California allows fees on fees proporti ..read more

A recent Delaware Court of Chancery transcript ruling provides guidance on best practices for how to craft answers to a complaint, in the matter styled: 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., C.A. No. 2023-0128-JTL (Del. Ch. Feb. 9, 2023). (N.B. In Delaware, transcript rulings can be cited in briefs.) The court disapproved of the common tactic of denying most allegations in the complaint with a lack of careful attention to detail.  [The Delaware rules require that the allegations of the complaint be restated before the actual response.]  The applicable rule also requ ..read more

In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided in the certificate of incorporation–and a stockholders’ agreement. The court provided extensive scholarly analysis and citations to extensive authorities to buttress its reasoning that the stockholders’ agreement involved in this particular case improp ..read more

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article. The Delaware Court of Chancery recently refused to dismiss shareholder charges that TripAdvisor Inc.’s CEO/controller and directors robbed them of litigation rights by moving the firm’s charter to Nevada in a self-interested transaction that triggered the exacting entire fairness standard because the changes benefited only the defendants, in Palkon et. al. v. Maffei, et. al., No. 2023-0449-JTL  opinion issued (Del. Ch. Feb. 20, 2024). Vice Chancell ..read more

In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, C.A. No. 2023-0309-JTL (Del. Ch. Feb. 12, 2024). Key Takeaways: In support of its reasoning for rejecting arguments that challenges to a stockholders’ agreement were barred by laches and ripeness defenses, the Court of Chancer ..read more

For my latest ethics column, now in its 25th year, for the national publication of the American Inns of Court called The Bencher, in the January/February 2024 edition, I highlight a decision of the Delaware Court of Chancery that addressed litigation misconduct in a summary proceeding under Section 220 of the Delaware General Corporation Law. That provision allows stockholders who satisfy certain prerequisites to seek corporate books and records on an expedited trial schedule. In Myers v. Academy Securities, Inc., C.A. No. 2023-0241-BWD, Order (Del. Ch., Oct. 2, 2023), Magistrate in Chancery B ..read more

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article. The Delaware Supreme Court, in a recent guidepost opinion, ruled that officer exculpation amendments to Fox Corp. and Snap Inc.’s charters did not require a separate class vote from those companies’ non-voting common stock classes because they changed no powers, preferences, or special rights of those stock classes in In re Fox Corp./Snap Inc. Section 242 Litig., Nos. 120 &121, 2023 (Del. Supr., Jan. 17, 2024). The justices’ unanimous en banc ruling ..read more

Andrew Ralli of the Delaware office of Lewis Brisbois prepared this post. The Court of Chancery recently granted a motion to strike portions of a complaint derived from privileged or confidential board-level communications in Icahn Partners LP, et al. v. Francis deSouza, et al., C.A. No. 2023-1045-PAF (Del. Ch. Jan. 16, 2024). Background Illumina is a biotech company that develops tools and systems for genetic analysis. In April 2023, three Illumina stockholder—collectively owing approximately 1.4% of the Company’s outstanding common stock and under the control of Carl Icahn—proposed a three-c ..read more