In Orchid Global, Inc. v. Salamon, Vice Chancellor Will addressed an important procedural question left open by the Delaware Court of Chancery’s 2020 decision in JUUL Labs, Inc. v. Grove. In JUUL, the Court of Chancery held that, under the internal affairs doctrine, Delaware law governs the inspection rights of stockholders of Delaware corporations notwithstanding
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Delaware Court of Chancery Draws a Line on Release Conditions in M&A
In a recent post-trial decision, the Delaware Court of Chancery held that a corporation breached its certificate of incorporation by conditioning payment of merger consideration on a stockholder’s execution of a joinder agreement that included a broad release of claims. The court held that the stockholder’s damages were limited to the merger consideration payable under…
A Purchase-Price Adjustment Is Not the End of the Road With Indemnification on the Table
In Golden Rule Financial Corporation v. Shareholder Representative Services LLC, the Delaware Court of Chancery held that, following a post-merger purchase-price adjustment that benefited the seller, the buyer may still receive indemnification from the seller for that adjustment payment if the adjustment was caused by a misrepresentation in the agreement or a warranty breach.
The…
Facts, Not Labels: The Limits of Delaware Notice Pleading
In Caerus Group, LLC v. Chemicar Europe NV, No. 2025-0393-BWD, 2026 WL 668208 (Del. Ch. Mar. 10, 2026), the Delaware Court of Chancery issued a strong reminder that notice pleading does not mean no pleading. Vice Chancellor David dismissed claims arising out of a failed automotive-products joint venture because the pleadings substituted conclusions and speculations…
Delaware Court of Chancery Dismisses Stockholder Claims as Derivative, Unripe, and Untimely
On April 13, 2026, the Delaware Court of Chancery dismissed all 12 claims asserted in The Gregory M. Raiff 2000 Trust v. Jenzabar, Inc., 2026 WL 992587 (Del. Ch. Apr. 13, 2026). Some claims were exclusively derivative, some were unripe, some were time-barred, and some were deficient for a combination of these reasons. The court…
Delaware Supreme Court Affirms Limits on Hypothetical Bylaw Challenges
On April 29, 2026, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of consolidated challenges to advance notice bylaws adopted in 2023 by each of The AES Corporation and Owens Corning (In re The AES Corporation and Owens Corning; one of the underlying decisions was discussed in a prior post, available…
Sidley Highly Ranked in Securities Litigation by Chambers USA 2026
We’re honored to share that Sidley’s Securities and Shareholder Litigation team has been recognized in Chambers USA 2026, earning five practice area rankings and more than 20 lawyer rankings across Sidley’s national platform.The post Sidley Highly Ranked in Securities Litigation by <em>Chambers USA</em> 2026 appeared first on Enhanced Scrutiny.
Fake Corporate Records, No Control: Court of Chancery Rejects Control Claim Under Section 225
In Berg v. Bar Lavi, the Delaware Court of Chancery rejected a claim of control in a Section 225 proceeding where the plaintiff relied on documents the Court found were fabricated. After trial, the Court concluded that the purported stock ledger and written consent were not authentic and could not establish ownership. Instead, the Court…
Court of Chancery Rejects Fiduciary Duty and Veil-Piercing Theories in Crypto Case
By Jon Muenz & Tony S. Mekari
Earlier this year, the Delaware Court of Chancery dismissed a suit brought by Hash Asset Management, Limited (“Hash”) arising from a failed cryptocurrency investment involving DMA Labs, Inc. (“DMA”), ICHI Foundation, and several individuals allegedly affiliated with those entities. Hash Asset Mgmt. Ltd. v. DMA Labs, Inc., No. 2025-0374-BWD (Del. Ch. Feb. 9, 2026). Vice…
When “The Devil Made Me Do It” Is Not a Defense: Lessons in AI Governance and Organizational Oversight from an SDNY Decision
As companies increasingly integrate generative and agentic AI into core business functions, a May 7, 2026 decision from the United States District Court for the Southern District of New York1 highlights several fundamental guardrails for corporate legal and compliance departments to consider. Although the case arose in the context of government decision-making, the opinion carries broader…