It’s finally happening: the big one.
That’s what I’ve had countless litigators and transactional lawyers alike call the appeal of Elon Musk’s compensation case in Delaware when I ask them what cases they’re watching closely. As in, “Well, of course, the big one is Tornetta v. Musk.”
The Delaware Supreme Court will hear argument on the big one today, and after more than six years, all that’s left is for the court to write what’s likely to be one big opinion.
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When I started thinking about what to write about the one-year anniversary of Texas launching its business courts, two things struck me.
One, despite knowing what’s going on in Texas now being a sizable chunk of my job, I’ve never actually been there (unless you count the time American Airlines changed my flight schedule to include a some-expenses-paid overnight layover in a hotel just outside DFW).
Two, I can’t help but compare the conversation about how Texas’ legislature interacts with its business courts to what we’ve seen and heard this year out of Delaware. The central question in both venues is how much say legislators should have in shaping business law, and how much should be left to the courts.
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Imagine you’re playing tennis. You’re about to serve, but the line judge stops you. You stepped over the baseline before you hit the ball. There’s a small but persistent group of people who travel from one tennis match to another, focused solely on trying to catch people making that same misstep and getting officials to make a call penalizing them for it.
Maybe you and some others are critical of that small group and believe they’re making a big deal out of a harmless error. But it could be argued that a harmless error still breaks the rules, and maybe that small group is doing something good by trying to catch them.
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When I’m not covering corporate litigation, one of my guilty pleasures is watching reality television shows on Bravo.
Now that Tom Girardi is done with both, corporate litigation and Bravo don’t typically have much overlap. But in the past two months, the public feuding I’ve seen both during legislative hearings and online has been more dramatic than anything I’m expecting from the “Vanderpump Rules” recasting.
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I left for a week-long vacation in the summer of 2022, not knowing I was in my final days before a disproportionately large part of my beat would be taken over by a certain chronically online billionaire.
Two days into that vacation, the social media company formerly known as Twitter sued Elon Musk. Maybe someday there will again be a year in which Musk is not at the center of a major case pending in the Delaware courts, but 2025 is not that year.
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It’s been 14 months since the Second Circuit Court of Appeals laid the groundwork for defendants to raise price-impact defenses in securities litigation in Arkansas Teacher Retirement System v. Goldman Sachs Group Inc. In recent talks with securities litigators, I’ve asked how many cases they are seeing that cite the Goldman Sachs case.
The answer I’ve heard across the board is that when it comes to event-driven securities litigation that makes it to the class certification stage, just about everyone on the defense side cites Goldman Sachs.
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Two weeks ago, Delaware enacted a series of amendments to its corporation law, as it does every summer.
Unlike every other summer, two weeks after the amendments went into effect, those who watch the Court of Chancery closely are still offering public critique. But alongside that discussion, a secondary debate has broken out about when judges on the Court of Chancery, with its signature decorum, should and should not weigh in on laws they will later apply to Delaware’s corporate franchise.
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