Forming and operating SCs and SLCs requires careful consideration of various legal, practical, and strategic factors. Here are six key things general counsels should be aware of.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Hille R. Sheppardhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngHille R. Sheppard2025-03-04 09:03:502025-03-03 17:10:37Six Things to Know About Special Committees and Special Litigation Committees
The Delaware Supreme Court’s February 4, 2024 decision in Maffei (TripAdvisor) v. Palkon has substantially reduced procedural friction for Delaware corporations considering reincorporation in other states. It reversed the Court of Chancery’s ruling that denied TripAdvisor’s motion to dismiss and comes nearly a year after TripAdvisor’s interlocutory appeal was accepted. As Sidley’s Jim Ducayet and Deepa Chari wrote last May, the appeal’s acceptance despite the Court of Chancery’s refusal to certify its ruling for interlocutory appeal demonstrated the Delaware Supreme Court’s “willingness to step in … to ensure the coherence and predictability of corporate governance.” This month’s decision affirms Delaware’s commitment to predictability and underscores that a clear day decision to reincorporate elsewhere should be protected by the business judgment rule.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/02/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_26.jpg606833Yolanda C. Garciahttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngYolanda C. Garcia2025-02-27 11:47:202025-02-27 11:47:20“Clear Day” Corporate Travel Gets Green Light From Delaware Supreme Court
Over the past few years, the legal landscape surrounding diversity, equity and inclusion (“DEI”) has undergone significant changes. The landmark SFFA v. Harvard decision prohibiting the use of race‑based considerations in college admissions has contributed to the emergence of a vocal anti-DEI movement. More recently, companies are facing challenges in light of executive orders and anti-DEI campaigns by shareholder proponents and activists that have cast doubt over the future of DEI. In order to navigate this evolving landscape, companies must understand the implications of these events and how to address them.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Justin C. Nowellhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJustin C. Nowell2025-02-21 09:05:262025-02-20 17:21:26Sidley Discusses the Evolving Corporate Diversity, Equity, and Inclusion Landscape
Amazon has become a target for plaintiffs’ lawyers, who seek to leverage regulatory inquiries as a basis to “investigate” potential wrongdoing at Amazon through Delaware Section 220 books and records demands. In Leung Revocable Trust U/A Dated 3/09/2018 v. Amazon, the Delaware Court of Chancery recently refused to “bless” one such demand, finding its “astoundingly broad” purpose to be improper.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/10/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_14.jpg606833Jon Muenzhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJon Muenz2025-02-13 09:04:132025-02-11 11:49:54Court of Chancery: Section 220 Does Not Permit Stockholders to Act as “Inquisitors”
On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s post-trial opinion in favor of the Defendants in In re Oracle Corp. Derivative Litigation.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Jaime A. Bartletthttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJaime A. Bartlett2025-02-06 09:04:092025-02-05 15:44:38The Final Chapter: Delaware Supreme Court Affirms Ruling in Favor of Larry Ellison and Safra Catz for NetSuite Deal Litigation
Rapid rulemaking and aggressive enforcement by the SEC, combined with legislative, judicial, and regulatory developments, have created new requirements and expectations for U.S. public companies.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2023/09/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_29.jpg606833Sonia Gupta Barroshttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngSonia Gupta Barros2025-02-04 09:05:472025-02-03 16:08:11Action Items for U.S. Public Companies for 2025
In 2022, the Defendants in Manti Holdings, LLC v. The Carlyle Group Inc. lost a battle—the Delaware Court of Chancery denied their motion to dismiss claims of breaches of fiduciary duties in connection with the 2017 sale of Authentix Acquisition Company, which had been majority-owned by affiliates of a private equity firm. Earlier this month, following a week-long trial, they won the war when the court ruled for them on the remaining claims in the case.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Philip H. DeVoehttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngPhilip H. DeVoe2025-01-28 09:44:092025-01-28 09:44:09It Took Seven Years But PE Firm Proves No Conflict In Sale Transaction
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Six Things to Know About Special Committees and Special Litigation Committees
Forming and operating SCs and SLCs requires careful consideration of various legal, practical, and strategic factors. Here are six key things general counsels should be aware of.
(more…)
Hille R. Sheppard
Chicago
hsheppard@sidley.com
Elizabeth Y. Austin
Chicago
laustin@sidley.com
Daniel Epstein
“Clear Day” Corporate Travel Gets Green Light From Delaware Supreme Court
The Delaware Supreme Court’s February 4, 2024 decision in Maffei (TripAdvisor) v. Palkon has substantially reduced procedural friction for Delaware corporations considering reincorporation in other states. It reversed the Court of Chancery’s ruling that denied TripAdvisor’s motion to dismiss and comes nearly a year after TripAdvisor’s interlocutory appeal was accepted. As Sidley’s Jim Ducayet and Deepa Chari wrote last May, the appeal’s acceptance despite the Court of Chancery’s refusal to certify its ruling for interlocutory appeal demonstrated the Delaware Supreme Court’s “willingness to step in … to ensure the coherence and predictability of corporate governance.” This month’s decision affirms Delaware’s commitment to predictability and underscores that a clear day decision to reincorporate elsewhere should be protected by the business judgment rule.
(more…)
Yolanda C. Garcia
Dallas
ygarcia@sidley.com
Mason Parham
Dallas
mparham@sidley.com
Dunn Westhoff
Dallas
dwesthoff@sidley.com
Sidley Discusses the Evolving Corporate Diversity, Equity, and Inclusion Landscape
Over the past few years, the legal landscape surrounding diversity, equity and inclusion (“DEI”) has undergone significant changes. The landmark SFFA v. Harvard decision prohibiting the use of race‑based considerations in college admissions has contributed to the emergence of a vocal anti-DEI movement. More recently, companies are facing challenges in light of executive orders and anti-DEI campaigns by shareholder proponents and activists that have cast doubt over the future of DEI. In order to navigate this evolving landscape, companies must understand the implications of these events and how to address them.
(more…)
Justin C. Nowell
New York
jnowell@sidley.com
Kristen L. Mitsinikos
Law Clerk
kristen.mitsinikos@sidley.com
Court of Chancery: Section 220 Does Not Permit Stockholders to Act as “Inquisitors”
Amazon has become a target for plaintiffs’ lawyers, who seek to leverage regulatory inquiries as a basis to “investigate” potential wrongdoing at Amazon through Delaware Section 220 books and records demands. In Leung Revocable Trust U/A Dated 3/09/2018 v. Amazon, the Delaware Court of Chancery recently refused to “bless” one such demand, finding its “astoundingly broad” purpose to be improper.
(more…)
Jon Muenz
New York
jmuenz@sidley.com
The Final Chapter: Delaware Supreme Court Affirms Ruling in Favor of Larry Ellison and Safra Catz for NetSuite Deal Litigation
On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s post-trial opinion in favor of the Defendants in In re Oracle Corp. Derivative Litigation.
(more…)
Jaime A. Bartlett
San Francisco
jbartlett@sidley.com
Sara B. Brody
San Francisco, Palo Alto
sbrody@sidley.com
Chaddy Georges
San Francisco
cgeorges@sidley.com
Action Items for U.S. Public Companies for 2025
Rapid rulemaking and aggressive enforcement by the SEC, combined with legislative, judicial, and regulatory developments, have created new requirements and expectations for U.S. public companies.
Sonia Gupta Barros
Washington, D.C.
sbarros@sidley.com
Beth E. Berg
Chicago
bberg@sidley.com
Paul L. Choi
Chicago
pchoi@sidley.com
Samir A. Gandhi
New York
sgandhi@sidley.com
John P. Kelsh
Chicago
jkelsh@sidley.com
Claire H. Holland
Chicago
cholland@sidley.com
It Took Seven Years But PE Firm Proves No Conflict In Sale Transaction
In 2022, the Defendants in Manti Holdings, LLC v. The Carlyle Group Inc. lost a battle—the Delaware Court of Chancery denied their motion to dismiss claims of breaches of fiduciary duties in connection with the 2017 sale of Authentix Acquisition Company, which had been majority-owned by affiliates of a private equity firm. Earlier this month, following a week-long trial, they won the war when the court ruled for them on the remaining claims in the case.
(more…)
Philip H. DeVoe
New York
philip.devoe@sidley.com
Andrew W. Stern
New York
astern@sidley.com
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Andrew W. Stern
astern@sidley.com
Charlotte K. Newell
cnewell@sidley.com
Elizabeth Y. Austin
laustin@sidley.com
Jaime A. Bartlett
jbartlett@sidley.com
Jim Ducayet
jducayet@sidley.com
Yolanda C. Garcia
ygarcia@sidley.com
James Heyworth
jheyworth@sidley.com
Alex J. Kaplan
ajkaplan@sidley.com
Jodi E. Lopez
jlopez@sidley.com
Jon Muenz
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Ian M. Ross
iross@sidley.com
Hille R. Sheppard
hsheppard@sidley.com
Heather Benzmiller Sultanian
hsultanian@sidley.com
Robert S. Velevis
rvelevis@sidley.com
Robin E. Wechkin
rwechkin@sidley.com