Tag: Delaware
Delaware Enacts Amendments to Provide Safe Harbors for Conflicted Transactions
On March 25, 2025, Delaware enacted Senate Bill 21, which introduces significant changes to the Delaware General Corporation Law. The amendments put in place a statutory structure that provides guidance on the considerations, procedures and approvals required to obtain safe harbor protection for acts or transactions in which a director, […]
New Delaware Bill Would Offer Safe Harbor for Conflicted Transactions—Will it Convince Companies to Stay Put in Delaware?
As discussed on the Cooley PubCo blog earlier this month, there has been a lot of chatter and speculation recently about companies changing their states of incorporation from Delaware to other states. In an interview with Business Insider, the new Governor of Delaware acknowledged that the state remained a “‘competitive environment’” and that […]
Delaware Supreme Court Reverses Chancery Court, Holds Business Judgment Review Applicable to Tripadvisor’s Decision to Reincorporate in Nevada
Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to reincorporate in Nevada was subject to business judgment review because no existing or threatened litigation was alleged. […]
Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter
There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery rulings on earnout disputes demonstrate that the contractual post-closing […]
Will A Bump-Up Exclusion Bar Coverage of an M&A Settlement? It Depends.
Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance policies. In many public company M&A deals, the shareholders of the target or acquired company will file a lawsuit challenging […]
Delaware Supreme Court applies MFW framework to other conflicted transactions
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates to the application of the model used in Kahn v. M & F Worldwide Corp., commonly referred to as the “MFW framework.” In that […]
Delaware Double Whammy Casts Doubt on M&A Practices
Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory requirements and not market practice, no matter how prevalent. In response, legislation to resolve the ambiguity […]
Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions
The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts continue to have plenty to say about M&A. While certainly not […]
Highlights From the 2022 Berkeley Fall Forum on Corporate Governance
On November 8 and 9, Cooley and the Berkeley Center for Law and Business presented the 2022 Berkeley Fall Forum on Corporate Governance. The two-day event featured panel discussions on a range of topics, including emerging trends in M&A and capital markets, Delaware corporate jurisprudence, key boardroom strategy and governance best […]
Delaware bar recommends DGCL amendments, including officer exculpation charter provisions
The Council of the Corporation Law Section of the Delaware State Bar Association has provided recommendations to the Delaware General Assembly for a number of changes to the Delaware General Corporation Law, some of them significant, such as an amendment authorizing charter provisions that would eliminate the personal liability of specified officers […]