I was delighted this week to receive a courtesy copy of the newest contribution, in hardback, to corporate law scholarship by Stephen Radin as an update to his iconic four-volume treatise on the Business Judgment Rule. It features a Foreword by former Delaware Chief Justice E. Norman Veasey.

What a challenge to do a short overview on a blog of a 1,500 page deep dive into a complex bedrock tenet of corporate law, with its discussion of countless seminal decisions and more recent court opinions that address the many facets of this keystone of corporate governance. I encourage anyone interested in this area of law to include this important tool in their toolbox.

In this short blog post I only attempt to whet the appetite of those interested in this topic.  

Highlights

  • The book begins with the basics, including the role of Delaware in corporate governance and the importance of the internal affairs doctrine.
  • The book provides a primer on the business judgment rule and examines the fiduciary duties of care and loyalty, as well as the Section 102(b)(7) exculpation.
  • The treatise includes a discussion of the amendment in 2025 to Section 144 and its new and heightened business judgment rule presumption.
  • Copious citations support an analysis of the effect of the presumption, when the presumption is not rebutted, when it is irrebuttable—supplemented by examples of how to rebut the presumption.
  • True to its title, the court discusses the role of the BJR in derivative litigation, including the demand requirement: demand excused and demand refused,
  • Although cases in other states are addressed, the focus is on Delaware law and the seminal Delaware cases, as well as more recent cases that discuss the multi-faceted aspects of demand futility and the challenge to proceed with derivative litigation when demand is refused.
  • The final chapter deals with special litigation committees and restoration of board control if a stockholder satisfies the demand requirement.

In the chapter that provides a primer on the Business Judgment Rule, the author begins with the introductory statement that:

Corporate law ‘starts with the bedrock principle’—codified in Section 141(a) of the General Corporations Law—that ‘the business and affairs of any corporation . . . should be managed by or under the direction of a board of directors.’ ‘Directors, rather than shareholders, manage the business and affairs of the corporation.’ . . . This ‘bedrock statutory principle of director primacy’ is ‘the centerpiece of Delaware law’ and the ‘cornerstone of Delaware’s board-centric regime.’ (citations omitted.)

Consistent with this bedrock principle, ‘for its entire history, our corporate law has tried to insulate the good faith decisions of disinterested corporate directors from judicial second-guessing.’ ‘The Business Judgment Rule embodies that policy judgment,’ is ‘at the foundation’ and ‘at the core of Delaware corporate law’ . . . (citations omitted.)

Treatise at 25-26.

The publisher is Wolters Kluwer 1-800-638-8437.

This post is by Aimee M. Czachorowski, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith LLP.

In Altigen Communications, Inc. v. Day, C.A. No. 2025-1298-JTL (Del. Ch., August 21, 2026), the Court of Chancery provided an in-depth explanation of the basis for imposing personal jurisdiction pursuant to the Delaware Corporate Officer-Consent Statute, 10 Del C.  § 3114(b), compared to the LLC Act under 6 Del. C. § 18-109. In noting the difference between the two statutes, the Court, sua sponte, directed the parties to address the precedent concerning de facto officer status under Section 3114(b) as discussed in Harris v. Harris, 289 A.3d 310 (Del. Ch. 2023).

Ultimately, the Court determined that the plaintiff failed to establish personal jurisdiction over the corporate officer under the Delaware Officer Consent Statute, 10 Del. C.  § 3114(b), because the title of “Chief Strategy Officer” was neither listed as a type of officer over which personal jurisdiction is conferred under §3114(b), nor was there any evidence that the activities performed by the Chief Strategy Officer made him a de facto officer.

The scholarly analysis includes the history and reasoning behind the expansion of Section 3114, compared to the LLC context, and every Chancery practitioner should be familiar with this decision.

As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the latest edition that has been published. (It was published earlier in the month but paying client work has delayed this post.) The newsletter includes articles from authors around the country on the titular topic. My role for this publication is in addition to my full-time practice and maintaining this blog–now in its 21st year–as well as upholding my rich family life and participation in various religious, cultural, professional and community organizations

In the latest episode of my Delaware Corporate Litigation Insights podcast, I am joined by K&L Gates litigation partner Steven Caponi to examine a recent Delaware Court of Chancery decision involving fabricated quotations generated through the use of AI in a court filing.

The Delaware Court of Chancery’s recent published decision where the issue arose was also highlighted on these pages.

Voluminous commentary exists regarding the substantive comparisons between Delaware corporate law and competing states such as Texas, but an article that my partner and I published for Bloomberg Law compares the more practical aspect of expedited services that the Delaware Division of Corporations offers, such as same day service for corporate filings. Delaware still provides superior logistical advantages.

We explain why the expedited services that Delaware offers still surpass the Lone Star State despite recent improvements made by Texas.

A recent Delaware Court of Chancery decision identified more than 21 reasons why an LLC is not purely a creature of contract. Hassanein v. NTO Fund I, LLC, C.A. No. 2025-0299-DH (JTL) (Del. Ch. August 4, 2026), is noteworthy for several reasons.

It should be included in the pantheon of iconic and consequential Delaware Chancery opinions because it provides an illustrative, but not exclusive, list of reasons, with copious citations to authority, why an LLC Agreement might be primarily a creature of contract—but is not purely, or only, a contractual creature. Slip op. at 9-17. This decision

The court also observes that equitable remedies are also among the potentially available factors to consider. See footnote 50. A recent decision, by the same Vice Chancellor, that we highlighted on these pages, also addressed the issue. There is much else to commend this decision, but I only adumbrate it on these pages for purposes of whetting the appetite of serious followers of the law.

Other Highlights

  • The court provided a thorough examination of the difference between the status of an investment as a loan or equity in both the LLC and corporate contexts, as well as the consequences of that classification. Slip op. at 20-30.
  • The court recites basic contract interpretation principles that are always useful. Slip op. at 18-19.
  • The court engages in a thorough examination of the difference between a direct claim as compared to a derivative claim in both the LLC and corporate context. Slip op. at 43-55.
  • The court explains the rights of a creditor pursuant to § 18-502(b) of the LLC Act. Slip op. at 54-63.
  • See generally footnote 24 which notes that the General Assembly a few years ago abrogated the concept of incurable contract voidness.

A recent Delaware Court of Chancery decision is noteworthy for allowing an unusual procedural vehicle as a reply to counterclaims, as well as featuring an unusual initial retort to the counter-counterclaims, in the context of an intricate series of claims between and among parties involved in a dispute about the ouster an initial investor of a company. Namdar v. Immutable Holdings, Inc., C.A. No. 2024-0535-CDW (Del. Ch., July 17, 2026) (Wright, M.)

Highlights

  • After the original defendant filed counterclaims, the original plaintiff filed “counter-counter claims”, and in response to that move, a motion for more definite statement was filed and granted. After amended counter-counterclaims were filed, another motion to dismiss those amended counter-counterclaims was denied in this decision. Slip op. at 7.
  • The court concluded, with citations to supporting authority, that the Court of Chancery Rules allow counter-counterclaims, and referred to two other names by which they are also known: “counterclaims in reply” or “reply counterclaims.” Slip op. at 10 and footnote 52.
  • The court conducts an extensive analysis with copious citations to federal cases and other sources to buttress its reasoning why counter-counterclaims are allowed in Chancery, and why the defenses presented in this case were unsuccessful. Slip op. at 12-29.

Voluminous commentary addresses the substantive differences between Delaware and Texas corporate law. Less attention is given to the practical aspects of the service provided by their respective state agencies that handle filings of corporate documents, and how prompt or “user friendly” they are. Texas recently “upped their game” by providing faster service filing options–but they still do not offer the same level of expedited services as offered by the Delaware Division of Corporations.

I co-authored an article with Aimee Czachorowski published by Bloomberg Law that addresses some of those nuances.

Delaware Keeps Business Filing Edge as Texas Starts Fast Service

In Episode 3 of the Delaware Corporate Litigation Insights Podcast, hosts Francis Pileggi & Chauna Abner are joined by Lewis Brisbois partner Aimee Czachorowski to examine three recent Delaware Court of Chancery decisions that every corporate litigator should have on their radar. The trio explore how Delaware courts are approaching forum selection clauses in the wake of recent amendments to Section 122(18) of the Delaware General Corporation Law, including when fiduciary duty claims can be contractually litigated in another jurisdiction.

The hosts also analyze what it takes to establish jurisdiction over foreign executives who oversee investor-appointed directors. Finally, they review a recent decision confirming that parties who disregard a valid forum selection clause may be required to pay the opposing party’s attorneys’ fees and costs.

Listen to the full episode for key insights on practical drafting considerations, litigation strategies, and navigating corporate governance disputes and forum selection issues in Delaware. Delaware Corporate Litigation Insights: A Lewis Brisbois Podcast – Podcast – Apple Podcasts