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On November 26, 2025, the Eleventh Circuit reversed Judge Aileen Cannon’s dismissal in Jastram v. NextEra Energy, Inc. in a decision that appears to significantly broaden the Circuit’s loss causation standard at the motion-to-dismiss stage.
The post Eleventh Circuit Loosens Loss Causation in High-Profile Election-Interference Securities Suit appeared first on Enhanced Scrutiny.
In many ways, 2025 was a turbulent yet transformative year, and the area of shareholder activism was no exception. As we reflect on the events of the past year, we highlight key takeaways to help companies prepare for a 2026 that is shaping up to be even more lively.
The post How Shareholder Activism Fared…
A recent decision by the Delaware Court of Chancery in Giuliano v. Grenfell-Gardner, et al. involves a notable twist on the familiar Caremark line of oversight liability cases. After the subject company went into bankruptcy, a bankruptcy trustee gained access to the company’s documents and elected to take over derivative claims against directors and officers.…
The Delaware Court of Chancery recently provided a powerful reminder of the Court’s equitable purpose, and how it will not countenance bad faith or duplicity. In Ghatty v. Mudili et. al., three board members of a five-member board voted at a special board meeting to remove the remaining two directors from their officer positions, and…
Throughout 2025, Enhanced Scrutiny provided insightful analysis of notable M&A and corporate governance developments from the Delaware courts and other jurisdictions. Below, we highlight some of the most popular posts from the past year. We look forward to continuing our coverage in 2026.
The post Top Posts of 2025 appeared first on Enhanced Scrutiny.
This past spring, the California Court of Appeal affirmed the enforceability of federal forum provisions (“FFPs”) in corporate charters. Bullock v. Rivian Auto., Inc., No. G063033, 2025 WL 1177303 (Cal. Ct. App. Apr. 23, 2025). FFPs, which require stockholders to bring claims for violations of the Securities Act of 1933 (the “‘33 Act”) in…
On August 25, 2025, the Delaware Court of Chancery in Carroll v. Burstein dismissed a stockholder’s facial challenge to the advance notice bylaw of Stoke Therapeutics, Inc. (Stoke). An advance notice bylaw requires a stockholder to provide a company advance notice of its intention to nominate a director candidate or submit a proposal for approval…
In a recent Caremark decision, the Delaware Court of Chancery largely denied a motion to dismiss, holding that most of Regions Bank’s board purportedly ignored red flags raised in a whistleblower report concerning the bank’s unlawful overdraft practices — practices that later led to the company paying $191 million in penalties and remediation to…
Can a person steal property located in Delaware, and yet a Delaware court lack personal jurisdiction over the thief? For tangible assets like real property or money held in a Delaware bank, the answer would plainly be “no.” But, as the Court of Chancery recently held in a matter of first impression, the analysis changes…
