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M&A Litigation Blog

Articles: 1-10 of 232

Delaware Supreme Court Reverses Rescission Of CEO Compensation Package Where Status Quo Ante Cannot Be Restored

USA - December 23 2025 On December 19, 2025, the Delaware Supreme Court issued a unanimous per curiam opinion that affirmed in part and reversed in part the Court of…

Delaware Chancery Holds That Fiduciary’s Personal Misconduct Involving Corporation’s Employees Does Not Constitute A Per Se Breach of Fiduciary Duty

USA - December 23 2025 On December 1, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery dismissed with prejudice a derivative breach of fiduciary duty…

Delaware Supreme Court Upholds Award Of Nominal Damages To Plaintiffs Unharmed By Unfair Conflicted Controller Transaction

USA - December 17 2025 On December 3, 2025, Chief Justice Collins Seitz, on behalf of the Delaware Supreme Court sitting en banc, upheld the Court of Chancery's award of…

Delaware Court Of Chancery Finds Cancellation And Repurchase Of Shares Unauthorized For Failure To Adhere To Corporate Formalities

USA - September 23 2025 On September 9, 2025, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial decision in favor of plaintiffs with…

Delaware Chancery Court Grants Partial Judgment On Post-Acquisition Earnout Payments, Finding They Were Not Conditioned On Compliance With Other Provisions

USA - August 5 2025 On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract…

Delaware Supreme Court Certifies Constitutional Challenge To SB21 Safe Harbor

USA - June 17 2025 The Delaware Supreme Court has accepted both questions certified by the Delaware Court of Chancery concerning constitutional challenges to the safe…

Delaware Chancery Vacates Accounting Expert Determinations That Implicated Legal Indemnity Claims

USA - June 17 2025 On June 3, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted in part and denied in part respective cross-motions for…

Delaware Supreme Court Holds Business Judgment Rule Applies To Controlled Corporation’s Change Of Corporate Domicile From Delaware To Nevada

USA - February 11 2025 On February 4, 2025, the Delaware Supreme Court, on interlocutory appeal, reversed the decision of the Delaware Court of Chancery to deny defendants’…

Delaware Court Of Chancery Finds That Controller Sale Of Company Did Not Harm Minority Interests

USA - January 22 2025 On January 7, 2025, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery issued a post-trial decision in favor of defendant, a private…

Delaware Superior Court Holds That Bump-Up Exclusion In D&O Insurance Does Not Apply To Securities Claims Arising Out Of An M&A Transaction

USA - January 22 2025 On January 3, 2025, Judge Paul R. Wallace of the Superior Court for the State of Delaware granted plaintiff's motion for summary judgment in a…