On August 6, 2026, Delaware’s Court of Chancery issued two opinions providing additional context for important issues surrounding corporate minutes. The first, City of Pontiac Police and Fire Retirement Sys., et al. v. Dayforce, Inc., C.A. No. 2026-0073-LM,
Duane Morris Delaware Business Law
Duane Morris Delaware Business Law blog, published by Duane Morris LLP, focuses on legal developments and issues related to Delaware corporate law. It covers topics such as arbitration under the Delaware Rapid Arbitration Act, corporate governance including board-centric governance and bylaws, stockholder rights and books-and-records demands under Delaware General Corporation Law Section 220, and legislative amendments affecting Delaware corporations. The blog provides analysis of Delaware Supreme Court decisions and legislative proposals impacting corporate internal affairs and dispute resolution mechanisms.
Latest from Duane Morris Delaware Business Law
Default LLC Rules Allow Any Member to Enforce Contribution Obligations, Court of Chancery Rules
By Michael GonenThe Delaware Court of Chancery’s recent decision in Tamer Hassanein v. NTO Fund I, et. al., has pointed out a rarely invoked provision of the Delaware LLC Act and Delaware LP Act with the potential to generate…
Arbitrating Internal Affairs Disputes: Two New Chancery Opinions Chart the Path Under DGCL § 122(18)
Two recent Delaware Court of Chancery opinions—Mayya v. Lee (C.A. No. 2023-0382-NAC, July 27, 2026) and The Special Committee of Iridium Industries, Inc. v. Sassouni (C.A. No. 2025-1488-NAC, Aug. 5, 2026)—offer critical guidance for transactional practitioners seeking…
Precision in Drafting–Recitals are Not Substantive Terms, and “Value” Must Mean What You Intend
A recent Delaware Court of Chancery opinion, Feeney Brothers Excavation Trust v. Artera Services Holdco, LLC, C.A. No. 2025-0558-PAW (Del. Ch. July 31, 2026), offers a sharp reminder to transactional practitioners about the limits of recitals and the critical…
Court of Chancery Provides First Interpretation of DGCL Section 144(d)(2)’s Heightened Director Independence Standard
On June 15, 2026, Vice Chancellor Will issued an opinion in Ayers v. Foley, et al. (C.A. No. 2025-0650-LWW) that marks the first judicial interpretation of the director independence provisions added to Section 144 of the Delaware General Corporation Law…
When is a Founder a Director? Delaware Court of Chancery Highlights the Line Between Officer Authority and Board Membership.
A recent ruling from the Delaware Court of Chancery offers important guidance on the distinction between officer-level authority and board membership—and on when an equity interest survives termination. In Tchernavskikh v. Accetturo, C.A. No. 2025-1284-LM (Del. Ch. July 20, 2026)…
Court of Chancery Enforces Non-Delaware Choice of Forum in Corporate Governance Contract, Finding Legislature Overrode Key Judicial Precedents
In a decision authored by Vice Chancellor Cook, Masimo Corp. v. Kiani, C.A. No. 2024-1086-NAC, the Delaware Court of Chancery has ruled that a corporation’s allegations of breach of fiduciary duty against its founder-CEO must be heard in California…
Delaware Court of Chancery Refuses to Narrow Overbroad Restrictive Covenant, Again Closely Scrutinizing Sale-of-Business Agreements
By Duane Morris
By Shannon Hampton Sutherland, Lawrence H. Pockers and Brandon Harper Continuing its trend of striking down overbroad restrictive covenants in the sale-of-business context, the Delaware Court of Chancery on March 4, 2026, struck down a worldwide noncompetition provision that expanded far beyond…
DGCL Section 220–How to Satisfy the “Form and Manner” Requirements for Making a Demand for Inspection of Corporate Records
The Supreme Court of Delaware recently issued a decision reiterating the rigidity of the relatively few “form and manner” requirements that Section 220 places on stockholders seeking to inspect corporate books and records. That decision, and its import, is described…
Delaware Rapid Arbitration Act–The Constitutional Question
As noted in last week’s post, the Delaware Rapid Arbitration Act (DRAA), enacted in 2015, replaced an earlier judicial arbitration procedure that was declared unconstitutional for violating public access rights to courts. In 2009, the Delaware General Assembly and the…