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.
In re The Trade Desk, Inc. Derivative Litigation demonstrates the careful analysis the courts will engage in a Rule 23.1 demand futility challenge to assess both director independence and the likelihood of liability for the claims against the directors.
The…
Uncertainty in Section 11 securities litigation has grown following the Supreme Court’s Slack v. Pirani decision and ambiguities in the Private Securities Litigation Reform Act (PSLRA). The PSLRA grants judgment reduction credits when outside directors settle, but its silence on other Section
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On July 21, 2025, the California Supreme Court issued a decision in EpicentRX v. Superior Court, reversing a decision by the California Fourth District Court of Appeal that declined to enforce a forum selection clause in a corporation’s certificate…
On September 1, 2022, the SEC universal proxy card (UPC) rules took effect, allowing shareholders to freely “mix and match” from among management and dissident nominees in contested director elections. Before the rules’ adoption, their impact on shareholder activism was…
In a recent dismissal of all claims in Borsody v. Gibson, the Delaware Court of Chancery grappled with an unusual set of circumstances involving a former director who believed he had been wrongfully removed from a board and prevented…
In a recent post-trial opinion in BBP Holdco, Inc. v. Brunswick Corporation, the Delaware Superior Court addressed an unusual M&A dispute. After a spin-off of one of Brunswick’s bowling divisions, the buyers claimed that they had been defrauded not…
On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17…
“The limited liability company affords great flexibility to those who adopt it to organize their enterprise. Many take advantage of that flexibility by drafting a bespoke limited liability company agreement. But if that agreement is contradictory or confusing, flexibility begets…
Holly Gregory and Claire Holland have authored the United States chapter of Panoramic – Corporate Governance 2025, an annual summary of key corporate governance practices in 18 jurisdictions worldwide. Topics addressed in the chapter include: sources of governance rules and…
