Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire...
As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and...
View ArticleDelaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of...
Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations: Business judgment deference (rational basis)....
View ArticleThe ‘State’ of Delaware
At the Berkeley Fall Forum on Corporate Governance in November 2022, Cooley partner Sarah Lightdale and University of California, Berkeley professor Stavros Gadinis co-moderated a panel with...
View ArticleNinth Circuit Upholds Delaware Forum-Selection Clause, Dismisses Federal...
On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders to file derivative claims in the Delaware Court of...
View ArticleDistrict Court Upholds Forum Selection Provision for Claims Brought...
In what appears to be a novel decision, the US District Court for the Northern District of Texas recently upheld a Delaware forum-selection clause as to claims asserted derivatively under Section...
View ArticleSecurities Litigation + Enforcement Highlights From Q2 2023
As 2023 reached its midpoint, Cooley’s securities litigation + enforcement practice continued its track record of obtaining victories for clients while serving as thought leaders on issues impacting...
View ArticleKeeping 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...
View ArticleThe ‘State’ of Delaware
During a panel at the October 2023 Berkeley Fall Forum on Corporate Governance, Delaware Court of Chancery Chancellor Kathaleen St. J. McCormick and Vice Chancellor Paul Fioravanti, along with lawyers...
View ArticleDelaware Chancery Court Allows TripAdvisor to Move to Nevada, But Lets...
Delaware corporations contemplating conversion to another state should take note of a recent Delaware Court of Chancery decision in which Vice Chancellor J. Travis Laster declined to enjoin a...
View ArticleDelaware 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...
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