In an episode of my Delaware Corporate Litigation Insights Podcast, we discuss with Delaware litigator Sean Bellew a recent Delaware Court of Chancery decision that addresses the prevention doctrine in contract law. When properly applied, it may excuse a
Reincorporation Update – Early September 2026
We’ve had some additional movement on the reincorporation front since the July update and we’ve also identified some smaller moves that hadn’t been captured in the earlier reviews. In July we’d identified 43 attempted moves for 2026, that number now
Strayed from the Path: Dodiya v. Franklin and the Emerging Rules of the DGCL’s Section 144 Safe Harbors
On August 26, 2026, the Court of Chancery issued Dodiya v. Franklin, C.A. No. 2025-0932-LWW (Del. Ch. Aug. 26, 2026), concluding that the “striking breakdown in corporate governance” detailed in the complaint made the “predictable path to safe harbor”
CDC Now Counts 18,445 Confirmed Cyclospora Cases, 990 Hospitalizations and Two Deaths in Forty-Nine States. The Season Closed August 31. The Count Grew by 1,265 the Next Day, and Hawaii Joined the Map.
he Centers for Disease Control and Prevention updated its cyclosporiasis case count on September 1, 2026, to 18,445 laboratory-confirmed cases acquired in the United States between May 1 and August 31, with 990 hospitalizations and two deaths across forty-nine states
Guest Post: Governance Signal Decay as a D&O Severity Problem
Stephen Hourigan
In the following guest post, Stephen Hourigan argues that a key driver of D&O claim severity is not necessarily board ignorance or misconduct, but the delay between when warning signs are known somewhere within the organization and when
A new entry in my ongoing series on the internal affairs doctrine
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
The Risks of Designated Directorships—Current Guidance for Directors and Those Who Appoint Them
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
How Caremark Has Become Oversized
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,
Cookie Wiretapping Lawsuits: Delaware Court Highlights Class Certification and Ascertainability Hurdles
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
Tuesday Tips: New and Notable from SSRN
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