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In Giuliano v. Grenfell-Gardner et al. (Del. Ch. Sept. 2, 2025), the Delaware Court of Chancery considered fiduciary oversight claims under the Caremark doctrine arising from alleged...

A Delaware Chancery Court dismissed derivative claims against biotech company directors and stockholders, ruling that a plaintiff failed to adequately plead breach of fiduciary duty in connection with an abandoned IPO and subsequent litigation settlement. The decision reinforces the business judgment rule's protection for directors and clarifies that stockholder disagreement with board decisions does not overcome the presumption of good faith, while also addressing the rights of directors to resign and the

In the decision of Dengrong Zhou v. Long Deng and Mark Fang, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) (Mem. Op.), the Delaware Court of Chancery found that a majority...

Section 281(b) of the Delaware General Corporation Law makes clear that as to future claims, the dissolved corporation shall adopt a plan of distribution.

The Delaware Court of Chancery recently provided directors of Delaware corporations with a clear guideline to fend off stockholder challenges to awards they make to themselves under a stockholder-approved compensation plan.

On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity...

The Delaware Supreme Court ruled yesterday that the decision by directors and the controlling stockholder of TripAdvisor, Inc., and its parent to reincorporate in Nevada was subject to review under the deferential business judgment rule.

The Delaware Supreme Court affirmed a Court of Chancery decision that showed how to obtain the protections of the deferential business judgment rule.

With the National Defense Authorization Act for 2026 (the NDAA) signed into law on December 18, 2025, directors and officers (also referred to as insiders) of Foreign Private Issuers...

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. The bill contains a number of provisions related to accountability and executive compensation which will require additional disclosures by public companies.

A divided New York Court of Appeals recently held that Civil Rights Law § 50-a bars disclosure of police officer personnel records except under very limited circumstances, eliminating access to such records by the press or advocacy groups under the Freedom of Information Law.

Delaware law provides strong protections for the right of directors and officers to obtain advancement of legal expenses incurred for investigations or claims causally connected to their positions...

It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions...

In a 9-8 en banc decision, the U.S. Court of Appeals for the Fifth Circuit blocked the Nasdaq board diversity rules, ruling that the U.S. Securities and Exchange Commission (SEC) lacked the authority to approve the rules.

Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets.

A characteristic of a strong not-for-profit organization is an active board of directors that can support the organization...

Annual reporting season is once again upon us, so as you dust off your to do list, here are a few of the many important items for in-house counsel to consider during the inevitable flurry of activity in the coming weeks.