Delaware Governor Matt Meyer signed Senate Bill 21 (“SB 21”) into law Tuesday night, pushing forward a measure that has drawn strong criticism from shareholder and consumer advocacy groups.
The bill made its way to the governor’s desk after a debate in the House, where it passed with a 32 to 7 vote and two members…
On February 17, 2025, the Delaware legislature introduced Senate Bill 21 (SB21) and Senate Concurrent Resolution 17 (SCR17). SB21 proposes amendments to the Delaware General Corporate Law (DGCL) that expand the safe harbor afforded in the context of certain interested transactions, while also proposing amendments to the DGCL 220 concerning books and records inspections. SCR17…
On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to Nevada to an entire fairness review. Instead, the Court determined that the business judgment rule was the appropriate standard of review…
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages for breaches of the duty of care. Since that time, observers have considered to what extent Delaware public company boards would propose officer exculpation amendments (“OEAs”)…
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an unreasonable restraint of trade. Applying the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Supreme Court held that (i) the forfeiture-for-competition provision…
Natural as it is to let your hair down in casual podcasts about business and life, these candid off-the-cuff remarks can come back to bite you, including in multi-million dollar lawsuits where judges weigh podcast statements more than sworn testimony. That is a cautionary headline for everyone, set forth on page 10 of a recent…
The Boardroom Governance podcast’s Evan Epstein recently caught up with Mayer Brown’s Larry Cunningham to discuss a range of hot topics. Here’s a top-10 list. Listen here
In a win for corporate boards and vindication of directors at McDonald’s Corporation, the Delaware Chancery Court in McDonald’s II dismissed all shareholder claims that directors violated their oversight duties amid a toxic corporate culture. Four takeaways from Vice Chancellor Laster’s opinion offer valuable guidance for corporate directors in today’s volatile world. Read more
Delaware recently delivered two important legal changes that officers, directors and shareholders should be thinking about. First, a Delaware court last month held that officers, like directors, owe their companies a duty of oversight. Second, the Delaware legislature last year authorized companies to amend their charters to immunize officers, as well as directors, for…
