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”
Enhanced Scrutiny
Enhanced Scrutiny, published by Sidley Austin LLP, focuses on litigation and legal issues related to mergers and acquisitions (M&A) and corporate governance. The blog covers topics such as securities litigation, federal forum provisions in corporate charters, challenges to corporate bylaws including advance notice requirements, whistleblower complaints and board-level compliance obligations, jurisdictional questions in emerging areas like cryptocurrency, and Delaware Court of Chancery decisions. It provides analysis of recent court rulings and their implications for corporate governance practices, shareholder rights, and litigation strategy in the context of public and private companies.
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Latest from Enhanced Scrutiny
Alignment Is Not Control: Court of Chancery Dismisses the KnowBe4 Challenge
In Le Clair v. KnowBe4, Inc., the Delaware Court of Chancery recently dismissed a putative class action brought by former stockholders who claimed that two institutional investors and KnowBe4’s CEO had joined forces as a control group, and that the…
Inspection Rights, Internal Affairs, and Personal Jurisdiction: Orchid Global’s Procedural Lesson
In Orchid Global, Inc. v. Salamon, Vice Chancellor Will addressed an important procedural question left open by the Delaware Court of Chancery’s 2020 decision in JUUL Labs, Inc. v. Grove. In JUUL, the Court of Chancery held that, under the…
A Purchase-Price Adjustment Is Not the End of the Road With Indemnification on the Table
In Golden Rule Financial Corporation v. Shareholder Representative Services LLC, the Delaware Court of Chancery held that, following a post-merger purchase-price adjustment that benefited the seller, the buyer may still receive indemnification from the seller for that adjustment payment if…
Court of Chancery Rejects Fiduciary Duty and Veil-Piercing Theories in Crypto Case
By Jon Muenz & Tony S. Mekari
Earlier this year, the Delaware Court of Chancery dismissed a suit brought by Hash Asset Management, Limited (“Hash”) arising from a failed cryptocurrency investment involving DMA Labs, Inc. (“DMA”), ICHI Foundation, and several individuals allegedly affiliated with those entities. Hash…
Securities Litigation Against Life Sciences Companies: 2025
Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, triggers a stock price decline. Following the decline, plaintiffs’ class…
Shareholder Engagement in Flux: Recent Developments and Practical Implications
Evolving regulatory and market dynamics are reshaping the shareholder engagement landscape with an impact on the 2026 proxy season and beyond. The Securities and Exchange Commission’s (“SEC”) recent announcement regarding Rule 14a-8 shareholder proposals combined with increased scrutiny of proxy
…
A Unique Caremark Twist Amidst Bankruptcy
A recent decision by the Delaware Court of Chancery in Giuliano v. Grenfell-Gardner, et al. involves a notable twist on the familiar Caremark line of oversight liability cases. After the subject company went into bankruptcy, a bankruptcy trustee gained access…
Top Posts of 2025
Throughout 2025, Enhanced Scrutiny provided insightful analysis of notable M&A and corporate governance developments from the Delaware courts and other jurisdictions. Below, we highlight some of the most popular posts from the past year. We look forward to continuing our…
California Appellate Court Affirms Enforceability of Federal Forum Provisions in Securities Act Litigation
This past spring, the California Court of Appeal affirmed the enforceability of federal forum provisions (“FFPs”) in corporate charters. Bullock v. Rivian Auto., Inc., No. G063033, 2025 WL 1177303 (Cal. Ct. App. Apr. 23, 2025). FFPs, which require stockholders…