In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided

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 refused to dismiss shareholder charges that TripAdvisor Inc.’s CEO/controller and directors robbed them of litigation rights by moving the firm’s charter to Nevada in a self-interested transaction that triggered

In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis &

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.

The Delaware Supreme Court, in a recent guidepost opinion, ruled that officer exculpation amendments to Fox Corp. and Snap Inc.’s charters did not require a separate class vote from those companies’ non-voting common stock classes

Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.

A Delaware Supreme Court milestone ruling has revived a shareholder suit over pharmaceutical giant AmerisourceBergen Corp.’s role in the nation’s opioid crisis, finding the Court of Chancery should not have dismissed the derivative action by

Former U.S. Attorney General William Barr wrote an article in today’s Wall Street Journal arguing: Delaware is at risk of losing its prominence in corporate law because of what the former U.S. Attorney General describes as the increasing infiltration into Delaware corporate law of ESG priorities, for example via Caremark claims.

Barr describes ESG as