The resolution of corporate law disputes has a significant impact on the stockholders, directors, officers, and employees of companies around the world. With more than 60% of the Fortune 500 incorporated in Delaware, decisions of the state’s courts have a direct impact on leading companies worldwide and greatly influence the law of other jurisdictions. The Enhanced Scrutiny blog provides timely updates and thoughtful analysis on M&A and corporate governance matters from the Delaware courts and, on occasion, from other jurisdictions.
Articles: 1-10 of 101
Chancery cancels corwin for post-close claims for injunctive relief
USA - May 23 2023 Earlier this month, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery issued a decision regarding an unsettled question of Delaware…
Potential control does not equal actual control: business judgment rule protects Oracle-Netsuite transaction
USA - May 18 2023 In a May 12, 2023 opinion following trial and post-trial argument, the Delaware Court of Chancery found for defendants Oracle founder Larry Ellison…
Securities litigation against life sciences companies: Eleven Takeaways from 2022
USA - May 17 2023 Securities class actions against life sciences companies are generally second-order problems. The first-order problem is a business or regulatory…
Good Fences Make Good Neighbors and Preserve Attorney-Client Privilege in the Boardroom: A Word of Caution for Boards Navigating Potential Disputes Among Directors or With Funds They Manage
USA - May 16 2023 The boardroom frequently presents attorney-client privilege and work product protection issues. The Delaware Court of Chancery’s recent decision in…
Plaintiffs Try Their Luck Against Lottery.com SPAC Financial Advisor
USA - May 10 2023 As discussed previously, the decisions in Multiplan and Gig3, among others, may portend increased litigation surrounding de-SPAC transactions, and…
Caveat Emptor Still Rules The Day For MLPs
USA - May 3 2023 Just as a $700 million damages award and its accompanying sharp criticism of legal opinions garner headlines, so does reversal of that ruling. The…
How To Draft Fee-Shifting Provisions in Indemnification Clauses
USA - May 1 2023 Delaware courts have determined that even quite broad language referencing attorneys’ fees may not be explicit enough to shift fees in first-party…
You Might Think Your Arbitration Is Confidential…But, In Delaware, The Court Will Decide
USA - April 25 2023 Practitioners rely on ostensibly ironclad provisions of protective orders to withhold documents or portions thereof from public view. And that is…
Delaware Supreme Court Confirms That “and” Is a Word of Many Meanings
USA - April 19 2023 Last year we explained how a word as common as the conjunction “and” could be subject to different interpretations in a contract. See Grammarian’s…
Revlon Revived: Former Executive and Private Equity Acquiror Both Held Liable for Tainted Sale Process That Failed to Maximize Stockholder Benefits
USA - April 4 2023 In a recent post-trial opinion in In Re Mindbody, Inc., Stockholder Litigation, Chancellor Kathaleen McCormick of the Delaware Chancery Court gave…
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