On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s post-trial opinion in favor of the Defendants in In re Oracle Corp. Derivative Litigation.
The post The Final Chapter: Delaware Supreme Court Affirms Ruling in Favor
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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Action Items for U.S. Public Companies for 2025
Rapid rulemaking and aggressive enforcement by the SEC, combined with legislative, judicial, and regulatory developments, have created new requirements and expectations for U.S. public companies.
The post Action Items for U.S. Public Companies for 2025 appeared first on Enhanced Scrutiny
It Took Seven Years But PE Firm Proves No Conflict In Sale Transaction
In 2022, the Defendants in Manti Holdings, LLC v. The Carlyle Group Inc. lost a battle—the Delaware Court of Chancery denied their motion to dismiss claims of breaches of fiduciary duties in connection with the 2017 sale of Authentix Acquisition…
Court of Chancery Resolves Statutory Ambiguity in Favor of Boards Seeking to Increase a Corporation’s Number of Authorized Shares
Recent legislation in Delaware has eased the path of boards of directors who want to increase the number of a corporation’s authorized shares. In Salama, the Court of Chancery concluded that the General Assembly’s most recent effort in this…
Chancery Rejects ‘Quibbles’ As The Basis For Caremark Claims, Underscoring The Wide ‘Gulph’ Between Imperfect Compliance and Purposeful Lawbreaking
On October 1, 2024, in In re TransUnion Derivative Stockholder Litigation, Vice Chancellor Will in the Delaware Court of Chancery dismissed a derivative suit against the Directors of TransUnion for allegedly breaching their fiduciary duty of oversight in relation…
Top 15 Posts of 2024
In 2024, Enhanced Scrutiny provided in-depth and practical insights related to M&A and corporate governance decisions and developments from the Delaware courts and other jurisdictions. Read the most popular posts from the past year below. We look forward to continuing…
Unambiguous Language Prevails Over Evidence Of The Parties’ Intent—After Full Trial
Earlier this year, in Cantor Fitzgerald v. Ainslie, the Delaware Supreme Court reiterated that “[t]he courts of this State hold freedom of contract in high—some might say, reverential—regard” in interpreting alternative entity agreements. A recent case, Mehra v. Teller,…
Time Flies: Understanding The Court of Chancery’s Approach To Laches and Statutes of Limitations
The doctrine of laches and statutes of limitations both bar claims brought too late. But when does each apply? And how late is too late? A recent case in the Delaware Court of Chancery, MW Gestion v. Sinovac Biotech Ltd…
Court of Chancery Opinion Highlights the Importance of Clear Integration and Non-Reliance Provisions in M&A Agreements
Judge Medinilla’s recent opinion in Cytotheryx, Inc. v. Castle Creek Biosciences, Inc. is a reminder for practitioners to carefully consider whether an integration clause in a purchase agreement will be sufficient to bar extra-contractual misrepresentation claims. And although fraud claims…
Sale of Buyer’s Equity Provides “Good Faith” Justification for Not Earning Earnout
As we have written about in the past, earnout provisions in M&A agreements are often ways to find value and bridge a buyer’s and seller’s differing expectations of the future. But they also are ripe for litigation, especially if…