The Delaware Supreme Court issued two decisions a few days ago, in the Sanchez and Corwin cases. The Sanchez case addressed the topic of director independence and when pre-suit demand is excused in the context of long-term personal relationships.

Prof. Usha Rodrigues provides scholarly insights on the Sanchez case that she graciously shared with us.  By way of comparison, Professor Bainbridge questions how practical it is, at a pre-trial stage, to distinguish between the nuances of a close long-term friendship and a “less close” social acquaintance of long duration. Both of these distinguished professors engaged in a friendly exchange about their different perspectives on this case.

Professor Rodrigues provides follow-up commentary to her initial analysis. Professor Bainbridge gave the “last word” to his friend in their good-natured online debate.

The Corwin case addressed the impact that a parent entity may have even if majority control is not present. Frank Reynolds of Thompson Reuters provides a helpful overview of both cases.