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The fusillade of learned commentary on recent developments in Delaware corporate law, known colloquially as SB 21, continues apace. The Delaware Legislature passed legislation in March that statutorily defines controlling shareholder and director independence, via an amendment to DGCL Section 144. It also imposes additional prerequisites in order for a shareholder to demand corporate books…

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…

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.

Delaware’s Court of Chancery recently threw out an attempt to undermine activist investor Carl Icahn’s claim of business judgment protection under the seminal MFW ruling for his buyout of…

In a departure from the manner in which most cases have been highlighted on these pages, this post includes a collection of short blurbs about recent Delaware corporate and commercial decisions, identifying the key issues addressed, with a link to the whole opinion. This experimental approach to highlighting recent decisions was prompted by a combination…

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.

The Delaware Court of Chancery recently found that a trial is needed to decide whether, despite his minority share of Tesla Motors Inc., CEO Elon Musk could exert a…

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.

The Delaware Supreme Court has affirmed the dismissal of a shareholder’s suit against Uber Technologies Inc.’s directors who approved their CEO’s “flawed” purchase of a self-driving car developer run…

Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013).

This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem…