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Delaware Business Court Insider | Commentary
By Barnaby Grzaslewicz | August 21, 2024
The actual control theory is "not easy to satisfy." In its recent decision, Scianella v. AstraZeneca UK Limited, C.A. No. 2023-0125-PAF (Del. Ch. July 8, 2024), the Delaware Court of Chancery emphasized that plaintiffs have a steep burden even at the pleadings stage to demonstrate actual control.
Delaware Business Court Insider
By Evan W. Bolla | August 14, 2024
The recent decision by Delaware Vice Chancellor Nathan Cook in Centrella v. Avantor Inc. continues a notable trend in Delaware jurisprudence, emphasizing the broad application of advancement rights.
Delaware Business Court Insider
By Albert H. Manwaring IV | July 24, 2024
Since MFW, the Court of Chancery has applied the MFW framework to assess the standard of review of controlling stockholder transactions that did not involve a freeze-out merger, which commentators have referred to as "MFW creep."
Delaware Business Court Insider | Commentary
By Joshua B. Brooks | July 24, 2024
It is no secret that significant work remains necessary to achieve diversity in the legal profession that is reflective of the population it serves and, like many other states, Delaware has its fair share of work cut out for it.
Delaware Business Court Insider | Commentary
By Vincent J. Cannizzaro III, Aarish Sheikh and Justin Larsen | July 17, 2024
As the Delaware Chancery Court's recent decision in SM Buyer v. RMP Seller Holdings demonstrates, the deference afforded to an arbitrator may result in decisions with which a reviewing court may disagree but that the court is nonetheless bound to confirm.
Delaware Business Court Insider | Commentary
By Michael Gonen | July 10, 2024
While the Delaware General Corporate Law (DGCL) is a broadly enabling statute, a number of recent decisions have found limits to parties' ability to renegotiate internal corporate governance by "private ordering" outside of the corporate charter and bylaws.
Delaware Business Court Insider | Commentary
By Kaan Ekiner and Mark E. Felger | July 3, 2024
In August 2022, Giant/Alpha allegedly used its controlling position in Playtika to cause the Playtika board to engage in a self-tender. In a previous ruling, Vice Chancellor Sam Glasscock found that the transaction conferred Giant/Alpha a nonratable benefit and denied Giant/Alpha's motion to dismiss claims against it arising from the transaction.
Delaware Business Court Insider | Commentary
By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella | July 3, 2024
Practitioners generally lauded MFW as a welcome development that rebalanced the litigation risk landscape in a manner that enabled controlled companies to pursue a greater range of value-maximizing transactions. And in the decade that followed, many companies have taken advantage of the MFW framework to do just that.
Delaware Business Court Insider | Commentary
By Howard W. Robertson IV | June 19, 2024
The Delaware Court of Chancery recently had the opportunity to weigh in on a plaintiff's unique theory of director and officer fiduciary duties arising out of the stakeholder capitalism model of corporate governance.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | June 19, 2024
In the recent decision of In re Hennessy Capital Acquisition IV Shareholder Litigation, the Delaware Court of Chancery observed that the ensuing "abundance of SPAC fiduciary duty claims suggests that stockholder plaintiffs have taken notice," and that SPAC litigation had become "ubiquitous" in the court.
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