We have an interesting decision out of a California appellate court regarding the intersection of inspection rights and forum selection clauses.
California grants shareholders an unwaivable inspection right for any company with its principal office in California, even if the
Many stockholders or classes of stockholders hold rights to appoint individuals to serve as directors on corporate boards. Recent Delaware Chancery Court opinions highlight the risk of liability for designated directors and the stockholders who appoint them. This Legal Update
On July 16, 2025, for perhaps the first time in the history of Delaware corporate law, a Caremark claim involving a public company director went to trial. Meta stockholders brought an $8 billion claim against the company’s directors and officers,
The large wave of cookie wiretapping lawsuits does not seem to be subsiding, but a plaintiff-favorable outcome is far from assured.
A new decision by the US District Court in Delaware dismisses a claim based on the plaintiff’s failure to
Merger Agreement Anomalies: A Case Study in Incomplete Contracts
Abstract
This article uses the ABA’s Private Target Mergers and Acquisitions Deal Points Study to interrogate a puzzle that I initially took for evidence of bad lawyering: the
Texas isn’t just bigger — it’s also better, having become a more favorable place for private company owners to do business. Just last year, the Texas Legislature amended the Business Organizations Code to create a much safer environment for those
I was delighted this week to receive a courtesy copy of the newest contribution, in hardback, to corporate law scholarship by Stephen Radin as an update to his iconic 4-volume treatise on the Business Judgment Rule. It features a Foreword
I was delighted this week to receive a courtesy copy of the newest contribution, in hardback, to corporate law scholarship by Stephen Radin as an update to his iconic 4-volume treatise on the Business Judgment Rule. It features a Foreword
I was delighted this week to receive a courtesy copy of the newest contribution, in hardback, to corporate law scholarship by Stephen Radin as an update to his iconic four-volume treatise on the Business Judgment Rule. It features a Foreword
This post is by Aimee M. Czachorowski, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith LLP.
In Altigen Communications, Inc. v. Day, C.A. No. 2025-1298-JTL (Del. Ch., August 21, 2026), the Court of Chancery provided
