In Berg v. Bar Lavi, the Delaware Court of Chancery rejected a claim of control in a Section 225 proceeding where the plaintiff relied on documents the Court found were fabricated. After trial, the Court concluded that the purported stock
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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When “The Devil Made Me Do It” Is Not a Defense: Lessons in AI Governance and Organizational Oversight from an SDNY Decision
As companies increasingly integrate generative and agentic AI into core business functions, a May 7, 2026 decision from the United States District Court for the Southern District of New York1 highlights several fundamental guardrails for corporate legal and compliance departments to…
Texas Corporate Litigation Reforms Take Hold: Federal Court Enforces Texas’s 3% Ownership Requirement for Derivative Claims
Last summer, the Texas legislature enacted sweeping amendments to the Texas Business Organizations Code (TBOC) with the stated purpose of “modernizing” the code and “clarifying and strengthening” the state’s corporate law framework. See our previous post for an overview of…
Who Started It? Delaware Court of Chancery to Address Whether Contacting DOJ Is ‘Initiating’ a Proceeding in Advancement Case
On March 6, 2026, Magistrate Wright of the Delaware Court of Chancery issued a report which underscored Delaware courts’ well-established preference for the enforcement of advancement rights, especially in cases involving broadly drafted provisions. In doing so, the Magistrate addressed…
Bad Investments, Not Bad Faith: Caremark Claims Have Limits
In its recent decision in Marchner v. B. Riley Financial, Inc., the Delaware Court of Chancery reaffirmed the principle that Caremark cannot be used to repackage hindsight attacks on failed investments as fiduciary breaches. The court explained that directors’…
Delaware Supreme Court Reinforces the Importance of Precision in Drafting ADR Provisions in Merger Agreements
In Fortis Advisors, LLC v. Stillfront Midco AB, No. 162, 2025 (Del. Feb. 13, 2026), the Delaware Supreme Court reaffirmed that Delaware courts will strictly enforce the dispute resolution framework chosen by the parties. The decision highlights the need…
Earnouts, AI, and Equitable Remedies: Delaware Court Reinstates CEO and Extends Payout Clock
Earnout remedies are not limited to damages. In Fortis Advisors v. Krafton, the Delaware Court of Chancery awarded specific performance to reinstate a target company’s CEO and extend the earnout by the time that elapsed between the CEO’s wrongful,…
Parties to Delaware LLC Agreements Cannot Circumvent Fiduciary Duty Waivers via Implied Covenant of Good Faith and Fair Dealing
On April 30, 2025, the Delaware Court of Chancery issued a memorandum opinion dismissing with prejudice a postclosing challenge to the VillageMD acquisition of CityMD. The Delaware Supreme Court later summarily affirmed.
Activist That Encouraged Merger Only To Change Its Mind Denied “Extraordinary Remedy” Of A Deal Injunction
The Delaware Court of Chancery’s recent decision in HoldCo Opportunities Fund V, L.P. v. Arthur G. Angulo, No. 2025-1360-MTZ (Del. Ch.), underscores Delaware courts’ rightful hesitancy to entertain M&A injunctions when stockholders are able to choose for themselves, particularly…
Simon Says, “Freeze!”: Court of Chancery Confirms that Company Counsel Must Play Neutral When Equal Ownership Board Is Deadlocked
Recently, in Kundrun v. AMCI Group, LLC, the Delaware Court of Chancery resolved a dispute at the intersection of corporate governance and litigation control by closely examining the intended allocations of authority within a company’s LLC agreement. The Court focused…