Tag: Delaware
Delaware Supreme Court Rejects Constitutional Challenges to DGCL Safe Harbor Amendments
On February 27, 2026, the Delaware Supreme Court upheld two key amendments to Section 144 of the Delaware General Corporation Law (DGCL) passed as part of Senate Bill 21 (SB21). The ruling – issued in Rutledge v. Clearway Energy – was a win for the Clearway defendants and supporters of […]
Delaware Supreme Court Reverses Moelis, Holding Claims Regarding Stockholder Agreement Are Time-Barred
On January 20, 2026, the Delaware Supreme Court issued a highly anticipated opinion in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, rejecting a minority stockholder’s challenge to a company’s stockholder agreement with its founder. Reversing a Delaware Court of Chancery decision, the Delaware Supreme Court held that […]
Comparative Playbook: Navigating Conflicts in Delaware and Nevada
Companies approaching or having recently completed an IPO often face increased scrutiny around transactions involving insiders, investor-appointed directors or controlling stockholders. To help boards and management teams navigate these issues, Cooley’s Liz Dunshee and Courtney Tygesson put together a comparative playbook outlining how Delaware and Nevada law each address conflicted transactions […]
Cooley’s 2025 Activism Retrospective
Activists enjoyed a banner year in 2025. From proxy contest wins at blue-chip companies to a partnership with Taylor Swift’s fiancé, engaged shareholders once again demonstrated their capabilities, creativity and readiness. As we discussed in the fall, this year’s activism menu also included the rise of “withhold” campaigns, notable Delaware […]
So, you think you can (deal) jump?
As the M&A market fires on all cylinders, we’re seeing a sharp uptick in both competitive sale processes and deal jumps of announced public transactions across sectors, most notably the ongoing hostile bid for Warner Bros. Discovery by Paramount and the explosive bidding war between Pfizer and Novo Nordisk for […]
Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness
Activism didn’t pause in 2025 – it evolved. Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on track for probably the third largest year ever in terms of activism,” with US […]
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this list of considerations for Delaware-incorporated companies is whether to reincorporate in a different state, with Nevada […]
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. […]