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
Recent legislation in Delaware has eased the path of boards of directors who want to increase the number of a corporation’s authorized shares. In Salama, the Court of Chancery concluded that the General Assembly’s most recent effort in this area, made in 2023, has yielded an ambiguous statute. Salama v. Simon, No. 2024-1124-JTL, 2024 WL 4906737 (Del. Ch. Nov. 27, 2024). The court then resolved that ambiguity in favor of boards and against stockholders opposing share increases.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/10/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_14.jpg606833Robin E. Wechkinhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngRobin E. Wechkin2025-01-23 09:03:582025-01-22 16:31:58Court of Chancery Resolves Statutory Ambiguity in Favor of Boards Seeking to Increase a Corporation’s Number of Authorized Shares
On October 1, 2024, in In re TransUnion Derivative Stockholder Litigation, Vice Chancellor Will in the Delaware Court of Chancery dismissed a derivative suit against the Directors of TransUnion for allegedly breaching their fiduciary duty of oversight in relation to agreements made pursuant to a Consumer Financial Protection Bureau (“CFPB”) consent order. The Court concluded that Plaintiffs failed to establish a breach under both theories presented, one under Caremark and one under In re Massey Energy, because while the TransUnion Directors may have conducted their oversight duty imperfectly, they did so with a good faith effort.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Alexandra Bielerhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngAlexandra Bieler2025-01-14 09:03:102025-01-14 09:37:12Chancery Rejects ‘Quibbles’ As The Basis For Caremark Claims, Underscoring The Wide ‘Gulph’ Between Imperfect Compliance and Purposeful Lawbreaking
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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
Court of Chancery Resolves Statutory Ambiguity in Favor of Boards Seeking to Increase a Corporation’s Number of Authorized Shares
Recent legislation in Delaware has eased the path of boards of directors who want to increase the number of a corporation’s authorized shares. In Salama, the Court of Chancery concluded that the General Assembly’s most recent effort in this area, made in 2023, has yielded an ambiguous statute. Salama v. Simon, No. 2024-1124-JTL, 2024 WL 4906737 (Del. Ch. Nov. 27, 2024). The court then resolved that ambiguity in favor of boards and against stockholders opposing share increases.
(more…)
Robin E. Wechkin
Seattle
rwechkin@sidley.com
Chancery Rejects ‘Quibbles’ As The Basis For Caremark Claims, Underscoring The Wide ‘Gulph’ Between Imperfect Compliance and Purposeful Lawbreaking
On October 1, 2024, in In re TransUnion Derivative Stockholder Litigation, Vice Chancellor Will in the Delaware Court of Chancery dismissed a derivative suit against the Directors of TransUnion for allegedly breaching their fiduciary duty of oversight in relation to agreements made pursuant to a Consumer Financial Protection Bureau (“CFPB”) consent order. The Court concluded that Plaintiffs failed to establish a breach under both theories presented, one under Caremark and one under In re Massey Energy, because while the TransUnion Directors may have conducted their oversight duty imperfectly, they did so with a good faith effort.
(more…)
Alexandra Bieler
New York
abieler@sidley.com
Jim Ducayet
Chicago
jducayet@sidley.com
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Andrew W. Stern
astern@sidley.com
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Jim Ducayet
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Yolanda C. Garcia
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Jarrett H. Gross
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Alex J. Kaplan
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Hille R. Sheppard
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