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
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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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…
Delaware Supreme Court Upholds Section 144 Safe Harbor Amendments
On February 27, 2026, in a unanimous 37-page opinion, the Delaware Supreme Court upheld the constitutionality of significant changes to the Delaware General Corporation Law (DGCL) enacted in March 2025 via Senate Bill 21 (SB 21). This decision permits…
Eleventh Circuit Loosens Loss Causation in High-Profile Election-Interference Securities Suit
By Ian M. Ross
On November 26, 2025, the Eleventh Circuit reversed Judge Aileen Cannon’s dismissal in Jastram v. NextEra Energy, Inc. in a decision that appears to significantly broaden the Circuit’s loss causation standard at the motion-to-dismiss stage.
The post Eleventh Circuit Loosens…
How Shareholder Activism Fared in 2025
In many ways, 2025 was a turbulent yet transformative year, and the area of shareholder activism was no exception. As we reflect on the events of the past year, we highlight key takeaways to help companies prepare for a 2026…
Chancery to Directors: Don’t Play Dirty
The Delaware Court of Chancery recently provided a powerful reminder of the Court’s equitable purpose, and how it will not countenance bad faith or duplicity. In Ghatty v. Mudili et. al., three board members of a five-member board voted at…
Court of Chancery Reaffirms High Bar for Challenging Advance Notice Bylaws, but Emphasizes the Importance of Clear Drafting
On August 25, 2025, the Delaware Court of Chancery in Carroll v. Burstein dismissed a stockholder’s facial challenge to the advance notice bylaw of Stoke Therapeutics, Inc. (Stoke). An advance notice bylaw requires a stockholder to provide a company advance…
When a Whistleblower Complaint Becomes a Board-Level “Red Flag”
In a recent Caremark decision, the Delaware Court of Chancery largely denied a motion to dismiss, holding that most of Regions Bank’s board purportedly ignored red flags raised in a whistleblower report concerning the bank’s unlawful overdraft practices —…
Delaware Can’t Hold the Keys: Court of Chancery Limits Back-Door Personal Jurisdiction in Crypto Theft Case
Can a person steal property located in Delaware, and yet a Delaware court lack personal jurisdiction over the thief? For tangible assets like real property or money held in a Delaware bank, the answer would plainly be “no.” But, as…
Delaware Court of Chancery Finds No “Truth” to Minority Shareholder’s Allegations of a Lock-Up Conspiracy by Truth Social Operator, But Does Not Reach Presidential Immunity
In September, the Delaware Court of Chancery dismissed a lawsuit by minority shareholder United Atlantic Ventures, LLC (“UAV”) against Trump Media and Technology Group Corp. (“TMTG”), the operator of social media platform Truth Social, and several other individual Defendants, including…