Topic
Shareholder Litigation
290 published works
Foley & Lardner LLP
In re Cloudflare: The Section 144 Safe Harbor Remains Strong, but Plaintiffs Pry Open the “Good Faith and Without Gross Negligence” Door a Little Further
By Holly Kane
The Delaware Court of Chancery recently issued another important decision applying the 2025 safe-harbor amendments to Section 144 of the DGCL (the “Safe Harbor”). The case, In re Cloudflare, Inc.…
The D&O Diary
Texas Courts Begin to Define the Consequences of Reincorporation
By Sarah Abrams
Over the past couple of years, The D&O Diary has followed the growing "DExit" movement, including the increasing number of public companies that have either reincorporated outside Delaware or publicly…
Business Law Prof Blog
Cloudflare, Facebook, Time is a Flat Circle
By Ann Lipton
Last week, VC Laster issued a decision in In re Cloudflare Stockholder Litigation. I previously blogged about this case twice. In brief: Cloudflare is a controlled company due to its…
Insurance Coverage Notes and Developments
Delaware Superior Court Holds Bump-Up Clause Bars Coverage for Merger Settlement
By Jeffrey Ward
A D&O policy’s bump-up clause bars coverage for a shareholder class settlement that effectively increased merger consideration, according to the Delaware Superior Court’s ruling in MSG Networks Inc. v. Federal…
The D&O Diary
Coverage Dispute Tests Limits of Side C Coverage
By Sarah Abrams
The D&O insurance implications of M&A litigation often extend beyond claims against the company and its directors and officers. When financial advisers are drawn into transaction-related litigation, companies that have…
Sidley Austin Blog
Concessions and Particularity: How a Derivative Challenge to a Discounted Insider Financing Failed at the Pleading Stage
By Adam Cromie, Patrick Musgrave
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…
Delaware Business Dispute Blog
Chancery Dismisses KnowBe4 Stockholder Challenge: No Control Group, and a Cleansing Vote
By Carl D. Neff
A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review.…
Commercial Case Notes
Mixing Direct and Derivative Claims in a Complaint is no Basis for Dismissal so Long as Individual Claims are not Mixed
By John Lundin
10 April 16, 2026, Justice Boddie of the Kings County Commercial Division issued a decision in Hangquin Huang v. 40-70 Realty LLC, 2026 NY Slip Op. 31773(U), holding that mixing…
Business Law Prof Blog
“Unsettled”
By Ann Lipton
Well, it’s here, the SpaceX S-1. I still haven’t gone through the whole thing, so I’m jumping specifically to the provisions limiting shareholder litigation rights. As we all know, Texas…
The CLS Blue Sky Blog
How Moelis’ Void/Voidable Distinction May Affect Advance Notice Bylaw Challenges
The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly…