Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article. The full Delaware Supreme Court recently revived part of an investor challenge to IAC/InterActive Corp’s spinoff of its internet dating subsidiary after finding that the deal that controller IAC imposed on minority shareholders did not meet the exacting standards of the high court’s seminal MFW ruling, in In re Match Group Inc. Derivative Litigation, Del. Supr., No. 368, 2022 (April 4, 2024). The en banc high court partially reversed a Court of Cha ..read more

One of the nation’s leading corporate law professors, Stephen Bainbridge, addresses on his eponymous blog, whether a board meeting may be conducted by text messaging alone, and concludes that DGCL section 141(i) requires that board members participating in a meeting must be able to hear each other. The good professor cites to his own law review articles on the topic to support his reasoning ..read more

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article. Vice Chancellor Travis Laster recently denied the TripAdvisor Inc. directors’ request for a quick appeal of his decision one month earlier to let shareholders press their charge that the board’s charter change move to Nevada robs them of litigation rights in a self-interested transaction that fails the exacting entire fairness standard. Palkon et. al. v. Maffei  et. al., No. 2023-0449-JTL  opinion issued (Del. Ch. Mar. 21, 2024). The Chancer ..read more

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