Category: M&A + corp. governance
Delaware Amends Section 220 – Will Scope of ‘Books and Records’ Production Be Limited?
On March 25, 2025, the Delaware Legislature enacted Senate Bill 21, significantly amending the Delaware General Corporation Law. Among its notable changes is an effort to narrow document production under Section 220, which governs stockholders’ access to corporate books and records – though questions remain whether a “compelling need” exception […]
Delaware Supreme Court Reverses Chancery Court, Holds Business Judgment Review Applicable to Tripadvisor’s Decision to Reincorporate in Nevada
Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to reincorporate in Nevada was subject to business judgment review because no existing or threatened litigation was alleged. […]
Securities Litigation + Enforcement Highlights From Q2 + Q3 2024
Cooley’s securities litigation + enforcement group continued to share key insights on key cases and developments in securities litigation throughout the spring and summer. They highlighted important decisions in Delaware courts, precedent-setting cases in the US Supreme Court and appellate courts, and recent developments at the Securities and Exchange Commission […]
Recent Trends in Parallel Derivative Action Settlement Outcomes
A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions. Derivative lawsuits refer to lawsuits brought by shareholders on behalf of a company. Often, derivative actions take the form of “follow-on” lawsuits […]
Delaware Court of Chancery Finally Dismisses a de-SPAC Complaint
Since Vice Chancellor Lori Will’s seminal decision in In re MultiPlan Corp. Stockholders Litigation in January 2022, the Delaware Court of Chancery has seen a wave of lawsuits accusing special purpose acquisition companies (SPACs) of breaching their fiduciary duties through material misstatements or omissions in their de-SPAC proxy statements. Time and […]
Will A Bump-Up Exclusion Bar Coverage of an M&A Settlement? It Depends.
Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance policies. In many public company M&A deals, the shareholders of the target or acquired company will file a lawsuit challenging […]
Securities Litigation + Enforcement Highlights From Q1 2024
To kick off 2024, Cooley’s securities litigation + enforcement practice guided clients through significant developments in securities law, shared insights on recent trends in securities filings and settlements, and earned a spot on The American Lawyer’s Litigation Daily Litigator of the Week Runners-Up and Shout Outs list for securing an […]
Delaware 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 actions in statutory requirements and not market practice, no matter how prevalent. In response, legislation to resolve the ambiguity […]
Delaware Chancery Court Allows TripAdvisor to Move to Nevada, But Lets Stockholders Pursue Their Claims for Damages
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 corporate move to Nevada, but sustained stockholder allegations that the defendants breached their fiduciary duties in connection with approving the conversion.
Securities Litigation + Enforcement Highlights From Q4 2023
Closing out 2023, Cooley’s securities litigation + enforcement practice continued providing guidance to our clients on recent developments in securities law – with a particular focus during the fourth quarter on Securities and Exchange Commission (SEC) enforcement trends. Below is a roundup of key insights and developments from our team […]