In Ayers v. Foley (available here), the Delaware Court of Chancery recently became the first court to interpret Section 144(d)(2) of the Delaware General Corporation Law (DGCL), the provision added by Senate Bill 21 (SB 21) in 2025
Sidley Austin Blog
The Sidley Austin Blog, published by Sidley Austin LLP, focuses on developments in mergers and acquisitions (M&A), corporate governance, and related litigation. It covers topics such as securities litigation, corporate charter and bylaw provisions, shareholder rights, whistleblower complaints, board responsibilities, jurisdictional issues in corporate disputes, and fiduciary duties of directors. The blog analyzes recent court decisions, regulatory enforcement actions, and best practices for corporate governance and compliance. It provides insights into Delaware Court of Chancery rulings and other significant cases affecting corporate law and shareholder litigation.
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Mind the Gap: Delaware Court of Chancery’s Clarification of the Implied Covenant’s Contractual Gap-Filling Role
Although the implied covenant of good faith and fair dealing applies to nearly every contract governed under Delaware law, many claims alleging its breach fail at the earliest stages of litigation. Even when an implied covenant claim survives such preliminary…
Concessions and Particularity: How a Derivative Challenge to a Discounted Insider Financing Failed at the Pleading Stage
In the recent decision Marstrand Partners, L.P. v. Israel Biotech Fund I, L.P., C.A. No. 2024-0421-KSJM (Del. Ch. May 27, 2026), Chancellor McCormick dismissed a derivative challenge to a steeply discounted insider financing after holding that the plaintiff failed to plead demand…
Zync v. Porsche: Omissions in Hydrogen Bombs and Corporate Filings
By Jon Muenz & Matthew Henry
Vice Chancellor Laster begins his May 26, 2026 opinion in the Zync, Inc. v. Porsche Investments Management, S.A. case with a Cold War era tale of a malfunctioning safety switch that prevented a hydrogen bomb from exploding over Goldsboro, North…
Timing Is Everything: Section 220 Standing After a Merger Closes
On April 24, 2026, the Delaware Court of Chancery adopted a recommendation by the Magistrate in Chancery to dismiss an action to enforce a demand to inspect books and records under Delaware General Corporation Law (DGCL) Section 220 where the…
Delaware Court of Chancery Draws a Line on Release Conditions in M&A
In a recent post-trial decision, the Delaware Court of Chancery held that a corporation breached its certificate of incorporation by conditioning payment of merger consideration on a stockholder’s execution of a joinder agreement that included a broad release of claims.…
Facts, Not Labels: The Limits of Delaware Notice Pleading
In Caerus Group, LLC v. Chemicar Europe NV, No. 2025-0393-BWD, 2026 WL 668208 (Del. Ch. Mar. 10, 2026), the Delaware Court of Chancery issued a strong reminder that notice pleading does not mean no pleading. Vice Chancellor David dismissed claims…
Delaware Court of Chancery Dismisses Stockholder Claims as Derivative, Unripe, and Untimely
On April 13, 2026, the Delaware Court of Chancery dismissed all 12 claims asserted in The Gregory M. Raiff 2000 Trust v. Jenzabar, Inc., 2026 WL 992587 (Del. Ch. Apr. 13, 2026). Some claims were exclusively derivative, some were unripe,…
Delaware Supreme Court Affirms Limits on Hypothetical Bylaw Challenges
On April 29, 2026, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of consolidated challenges to advance notice bylaws adopted in 2023 by each of The AES Corporation and Owens Corning (In re The AES Corporation and…
Sidley Highly Ranked in Securities Litigation by Chambers USA 2026
We’re honored to share that Sidley’s Securities and Shareholder Litigation team has been recognized in Chambers USA 2026, earning five practice area rankings and more than 20 lawyer rankings across Sidley’s national platform.The post Sidley Highly Ranked in Securities Litigation…