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
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Delaware Court of Chancery Finds No “Truth” to Minority Shareholder’s Allegations of a Lock-Up Conspiracy by Truth Social Operator, But Does Not Reach Presidential Immunity
In September, the Delaware Court of Chancery dismissed a lawsuit by minority shareholder United Atlantic Ventures, LLC (“UAV”) against Trump Media and Technology Group Corp. (“TMTG”), the operator of social media platform Truth Social, and several other individual Defendants, including President Donald Trump, Devin Nunes, Donald Trump Jr., and Kash Patel. In the 55-page opinion,…
Get Your Story Straight: Inconsistency in Plaintiff’s Allegations & Theories Dooms Complaint
This past summer, in a decision that attracted little attention, Vice Chancellor David in the Delaware Court of Chancery tossed Joel B. Ritchie v. G. Leonard Baker et al., a shareholder derivative suit filed on behalf of Corcept Therapeutics, Inc. against certain directors for alleged breaches of fiduciary duty related to off-label marketing practices. …
Potential Control Won’t Do: Court of Chancery Confirms Common Law Standards for Actual Control Regarding Challenged Transactions
Recently, in Witmer v. Armistice Capital, LLC, Delaware’s Court of Chancery dismissed a stockholder plaintiff’s derivative suit against Armistice Capital, LLC, a large investor in Aytu Biopharma, Inc., for, among other things, purported breaches of fiduciary duty and aiding and abetting fiduciary breaches, in connection with two transactions for which the plaintiff alleged Aytu…
Delaware Court of Chancery Dismisses Derivative Challenge to The Trade Desk CEO’s Compensation Award Valued at $819 Million for Lack of Demand Futility
In re The Trade Desk, Inc. Derivative Litigation demonstrates the careful analysis the courts will engage in a Rule 23.1 demand futility challenge to assess both director independence and the likelihood of liability for the claims against the directors.
The post Delaware Court of Chancery Dismisses Derivative Challenge to The Trade Desk CEO’s Compensation Award…
Congress Must Resolve PSLRA Issue For Section 11 Litigants
By Bruce R. Braun & Tommy Hoyt
Uncertainty in Section 11 securities litigation has grown following the Supreme Court’s Slack v. Pirani decision and ambiguities in the Private Securities Litigation Reform Act (PSLRA). The PSLRA grants judgment reduction credits when outside directors settle, but its silence on other Section 11 defendants has created confusion that discourages fair and efficient settlements. Although courts often extend
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California Supreme Court Holds Right to Jury Trial Does Not Bar Enforcement of a Delaware Forum Selection Clause
On July 21, 2025, the California Supreme Court issued a decision in EpicentRX v. Superior Court, reversing a decision by the California Fourth District Court of Appeal that declined to enforce a forum selection clause in a corporation’s certificate of incorporation and bylaws designating the Delaware Court of Chancery as the mandatory forum. As…
How Three Years of the Universal Proxy Card Rules Have Changed Proxy Contests
On September 1, 2022, the SEC universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix and match” from among management and dissident nominees in contested director elections. Before the rules’ adoption, their impact on shareholder activism was hotly debated, including in a comment letter to the SEC from our practice. Since…
2025 Proxy Season: Temporary Disruption Amid Structural Shifts in Shareholder Activism
Derek Zaba and Kai Liekefett, co-chairs of Sidley’s Shareholder Activism and Corporate Defense practice, discuss the 2025 proxy season and give a shareholder activism outlook for the second half of the year.
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What Happens With the Former Board, Stays With the Former Board: Delaware Court Dismisses Claims Against Directors for Failing to Investigate Past Misconduct
In a recent dismissal of all claims in Borsody v. Gibson, the Delaware Court of Chancery grappled with an unusual set of circumstances involving a former director who believed he had been wrongfully removed from a board and prevented from exercising his stock options. Having missed the window for asserting claims against the two…