Last summer, the Texas legislature enacted sweeping amendments to the Texas Business Organizations Code (TBOC) with the stated purpose of “modernizing” the code and “clarifying and strengthening” the state’s corporate law framework. See our previous post for an overview of Texas Senate Bill 29 (S.B. 29).
The post Texas Corporate Litigation Reforms Take Hold: Federal…
On March 6, 2026, Magistrate Wright of the Delaware Court of Chancery issued a report which underscored Delaware courts’ well-established preference for the enforcement of advancement rights, especially in cases involving broadly drafted provisions. In doing so, the Magistrate addressed the question of whether advancement may be denied in circumstances where the indemnitee affirmatively contacts…
Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, triggers a stock price decline. Following the decline, plaintiffs’ class action attorneys search the company’s previous public statements and seek to identify inconsistencies between past…
In its recent decision in Marchner v. B. Riley Financial, Inc., the Delaware Court of Chancery reaffirmed the principle that Caremark cannot be used to repackage hindsight attacks on failed investments as fiduciary breaches. The court explained that directors’ oversight duties are focused on internal compliance, not on detecting misconduct by third parties—even where…
In Fortis Advisors, LLC v. Stillfront Midco AB, No. 162, 2025 (Del. Feb. 13, 2026), the Delaware Supreme Court reaffirmed that Delaware courts will strictly enforce the dispute resolution framework chosen by the parties. The decision highlights the need to draft ADR provisions with precision—clearly identifying the decision-maker, the types of disputes to be…
Earnout remedies are not limited to damages. In Fortis Advisors v. Krafton, the Delaware Court of Chancery awarded specific performance to reinstate a target company’s CEO and extend the earnout by the time that elapsed between the CEO’s wrongful, ChatGPT-informed termination and his restoration. The decision also highlights a growing business risk: executives’ direct…
On April 30, 2025, the Delaware Court of Chancery issued a memorandum opinion dismissing with prejudice a postclosing challenge to the VillageMD acquisition of CityMD. The Delaware Supreme Court later summarily affirmed.
The post Parties to Delaware LLC Agreements Cannot Circumvent Fiduciary Duty Waivers via Implied Covenant of Good Faith and Fair Dealing appeared first…
The Delaware Court of Chancery’s recent decision in HoldCo Opportunities Fund V, L.P. v. Arthur G. Angulo, No. 2025-1360-MTZ (Del. Ch.), underscores Delaware courts’ rightful hesitancy to entertain M&A injunctions when stockholders are able to choose for themselves, particularly where no topping bidder exists.
The post Activist That Encouraged Merger Only To Change Its…
Recently, in Kundrun v. AMCI Group, LLC, the Delaware Court of Chancery resolved a dispute at the intersection of corporate governance and litigation control by closely examining the intended allocations of authority within a company’s LLC agreement. The Court focused on the agreement’s division of authority among the company’s (i) two equal-equity owners, who comprised…
On February 27, 2026, in a unanimous 37-page opinion, the Delaware Supreme Court upheld the constitutionality of significant changes to the Delaware General Corporation Law (DGCL) enacted in March 2025 via Senate Bill 21 (SB 21). This decision permits Delaware corporations and their advisers to confidently rely on these amendments for transactions with interested…
