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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Delaware ended 2024 with some litigation cliffhangers, leaving corporate attorneys seeking answers from the Delaware Supreme Court on several issues that were addressed in the Court of Chancery.
One area of Delaware law that came up frequently in 2024 and is expected to continue to be closely watched as more case law is established is that of conflicted controller transactions, specifically what exactly constitutes such a transaction and how judicial scrutiny can be applied to one.
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Delaware courts are not making it easier to get the business judgment rule applied in corporate transaction cases.
On top of more specific guidance about what exactly makes a director committee independent in the context of Kahn v. M&F Worldwide Cleansing cleansing, that’s been the corporate bar’s big takeaway from the Supreme Court’s ruling on Match Group Inc. shareholder litigation.
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Delaware corporations and their shareholders have over the last few weeks begun navigating the recently enacted law allowing them to limit corporate officers’ liability, with the first vote approving the change closely followed by the first lawsuit on the issue.
The law, which went into effect Aug. 1, is thought by some to be in effect little more than a formality, extending officers the same exculpations board members have had for years in Delaware, but others are concerned by the impact on options shareholders would have when making breach of duty of care claims.
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