A recent Court of Chancery decision determined that the sale of a company initiated by the controller, a private equity fund which was also the largest equity holder in the company, did not run afoul of the business judgment rule. The decision in Manti Holdings, LLC v. The Carlyle Group Inc., C.A. No. 2020-0657-SG
corporate governance
Chancery Lets Suit Over Fox “Stolen Election” Stories Proceed Due to CEO’s Influence
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
A recent Delaware Court of Chancery opinion clarifies how and when a majority of directors may lack independence from its CEO, and finds Rupert Murdoch’s financial or personal influence could have skewed the objectivity of…
20th Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
This is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2024, and eschews some of the cases already extensively discussed…
Chancery Rejects Musk’s Reasons to Revise Ruling on Tesla Pay Plan
By Francis Pileggi on
Posted in Court of Chancery Updates
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 declined to revise its January post-trial decision that the Tesla Inc. directors’ more than $55 billion pay package for CEO Elon Musk was a breach of duty that must…
Corporate Law Scholarship
By Francis Pileggi on
Posted in Commentary
Several recent articles by corporate law scholars and a jurist (who also deserves to be called a scholar) are worth highlighting. Professor Stephen Bainbridge, often cited in Delaware court decisions and a friend of this blog, and Vice Chancellor Travis Laster, have authored recent articles that should be of interest to those who follow Delaware…
Lawrence Cunningham on Delaware Corporate Law as Gold Standard
By Francis Pileggi on
Posted in Commentary
Lawrence Cunningham is the new Director of the Weinberg Center for Corporate Governance at the University of Delaware. He is a prolific corporate law scholar and provides thought leadership on the perennial issue of Delaware’s role in the nation’s corporate law in a new article entitled: Delaware Corporate Law Still Gold Standard Amid ESG Blowbac
Chancery Interprets Charter and DGCL to Allow Reincorporation in Nevada with Majority Vote
By Francis Pileggi on
Posted in Court of Chancery Updates
In a masterpiece of contract interpretation and statutory analysis, the Delaware Court of Chancery recently reconciled juxtaposed provisions in the Delaware General Corporation Law and a Certificate of Incorporation to allow a reincorporation of a Delaware company in Nevada with a majority vote—as compared to requiring a supermajority vote. Gunderson v. The Trade Desk, Inc…
Delaware’s Top Lawyers
By Francis Pileggi on
Posted in Commentary
The current issue of Delaware Today magazine published this month a list of “Top Lawyers” in Delaware for various areas of the law. Yours truly was included in the list under the category of “corporate law”. (There was no separate category for corporate litigation.) Congrats to my fellow Delaware lawyers who were included in the…
Chancery Approves Merger of Distressed Company that Nets Zero to Common Stockholders
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion addressed the not infrequent situation where a distressed company is sold or merged but only the preferred stockholders receive consideration—and the common stockholders receive nothing. In Jacobs v. Akademos, Inc., Del. Ch., C.A. No. 2021-0346-JTL (Del. Ch. Oct. 30, 2024), a scholarly work of art, the…
Chancery rules conflicted dual fiduciaries must face derivative suit over Match spinoff
By Francis Pileggi on
Posted in Court of Chancery Updates
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 reconsidered most of its earlier dismissal of an investor challenge to IAC/InterActive Corp’s spinoff of its Match.com internet dating subsidiary after the state high court ruled that dual-position Match/IAC…