On April 29, 2026, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of consolidated challenges to advance notice bylaws adopted in 2023 by each of The AES Corporation and Owens Corning (In re The AES Corporation and Owens Corning; one of the underlying decisions was discussed in a prior post, available here). The decision reinforces a central theme in recent bylaw litigation: Courts will review advance notice bylaw challenges when there is a concrete dispute, not when the challenge depends on hypothetical future events that have not transpired.
We’re honored to share that Sidley’s Securities and Shareholder Litigation team has been recognized in Chambers USA 2026, earning five practice area rankings and more than 20 lawyer rankings across Sidley’s national platform. (more…)
In Berg v. Bar Lavi, the Delaware Court of Chancery rejected a claim of control in a Section 225 proceeding where the plaintiff relied on documents the Court found were fabricated. After trial, the Court concluded that the purported stock ledger and written consent were not authentic and could not establish ownership. Instead, the Court looked to forensic evidence and the parties’ conduct over time to determine whether the plaintiff had proven that he owned or controlled the company. The takeaway: corporate records carry weight in control disputes only if they are credible.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2023/09/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_29.jpg606833Jim Ducayethttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJim Ducayet2026-05-27 09:05:162026-05-26 14:28:56Fake Corporate Records, No Control: Court of Chancery Rejects Control Claim Under Section 225
Earlier this year, the Delaware Court of Chancery dismissed a suit brought by Hash Asset Management, Limited (“Hash”) arising from a failed cryptocurrency investment involving DMA Labs, Inc. (“DMA”), ICHI Foundation, and several individuals allegedly affiliated with those entities. Hash Asset Mgmt. Ltd. v. DMA Labs, Inc., No. 2025-0374-BWD (Del. Ch. Feb. 9, 2026). Vice Chancellor David found the Court of Chancery lacked subject matter jurisdiction because the claim for breach of fiduciary duty and veil-piercing theory was insufficiently pled.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Jon Muenzhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJon Muenz2026-05-20 09:04:192026-05-19 12:12:57Court of Chancery Rejects Fiduciary Duty and Veil-Piercing Theories in Crypto Case
As companies increasingly integrate generative and agentic AI into core business functions, a May 7, 2026 decision from the United States District Court for the Southern District of New York1 highlights several fundamental guardrails for corporate legal and compliance departments to consider. Although the case arose in the context of government decision-making, the opinion carries broader implications for any entity that embeds generative AI in its processes.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2023/05/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_11.jpg606833David A. Gordonhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngDavid A. Gordon2026-05-18 11:36:022026-05-18 11:37:17When “The Devil Made Me Do It” Is Not a Defense: Lessons in AI Governance and Organizational Oversight from an SDNY Decision
Last summer, the Texas legislature enacted sweeping amendments to the Texas Business Organizations Code (TBOC) with the stated purpose of “modernizing” the code and “clarifying and strengthening” the state’s corporate law framework. See our previous post for an overview of Texas Senate Bill 29 (S.B. 29).
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Yolanda C. Garciahttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngYolanda C. Garcia2026-05-12 09:04:402026-05-11 15:32:11Texas Corporate Litigation Reforms Take Hold: Federal Court Enforces Texas’s 3% Ownership Requirement for Derivative Claims
On March 6, 2026, Magistrate Wright of the Delaware Court of Chancery issued a report which underscored Delaware courts’ well-established preference for the enforcement of advancement rights, especially in cases involving broadly drafted provisions. In doing so, the Magistrate addressed the question of whether advancement may be denied in circumstances where the indemnitee affirmatively contacts an investigating authority.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2023/05/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_32.jpg606833James Heyworthhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJames Heyworth2026-05-05 11:34:162026-05-05 11:34:16Who Started It? Delaware Court of Chancery to Address Whether Contacting DOJ Is ‘Initiating’ a Proceeding in Advancement Case
Delaware Supreme Court Affirms Limits on Hypothetical Bylaw Challenges
On April 29, 2026, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of consolidated challenges to advance notice bylaws adopted in 2023 by each of The AES Corporation and Owens Corning (In re The AES Corporation and Owens Corning; one of the underlying decisions was discussed in a prior post, available here). The decision reinforces a central theme in recent bylaw litigation: Courts will review advance notice bylaw challenges when there is a concrete dispute, not when the challenge depends on hypothetical future events that have not transpired.
(more…)
Reuben Zaramian
New York
rzaramian@sidley.com
Ram Sachs
San Francisco
ram.sachs@sidley.com
Arthur E. Adler
New York
aadler@sidley.com
Charlotte K. Newell
New York
cnewell@sidley.com
Sidley Highly Ranked in Securities Litigation by Chambers USA 2026
We’re honored to share that Sidley’s Securities and Shareholder Litigation team has been recognized in Chambers USA 2026, earning five practice area rankings and more than 20 lawyer rankings across Sidley’s national platform. (more…)
Enhanced Scrutiny Contributors
delawarelit@sidley.com
Fake Corporate Records, No Control: Court of Chancery Rejects Control Claim Under Section 225
In Berg v. Bar Lavi, the Delaware Court of Chancery rejected a claim of control in a Section 225 proceeding where the plaintiff relied on documents the Court found were fabricated. After trial, the Court concluded that the purported stock ledger and written consent were not authentic and could not establish ownership. Instead, the Court looked to forensic evidence and the parties’ conduct over time to determine whether the plaintiff had proven that he owned or controlled the company. The takeaway: corporate records carry weight in control disputes only if they are credible.
(more…)
Jim Ducayet
Chicago
jducayet@sidley.com
Nick Greenberg
Dallas
ngreenberg@sidley.com
Court of Chancery Rejects Fiduciary Duty and Veil-Piercing Theories in Crypto Case
Earlier this year, the Delaware Court of Chancery dismissed a suit brought by Hash Asset Management, Limited (“Hash”) arising from a failed cryptocurrency investment involving DMA Labs, Inc. (“DMA”), ICHI Foundation, and several individuals allegedly affiliated with those entities. Hash Asset Mgmt. Ltd. v. DMA Labs, Inc., No. 2025-0374-BWD (Del. Ch. Feb. 9, 2026). Vice Chancellor David found the Court of Chancery lacked subject matter jurisdiction because the claim for breach of fiduciary duty and veil-piercing theory was insufficiently pled.
(more…)
Jon Muenz
New York
jmuenz@sidley.com
Tony S. Mekari
San Francisco
tony.mekari@sidley.com
When “The Devil Made Me Do It” Is Not a Defense: Lessons in AI Governance and Organizational Oversight from an SDNY Decision
As companies increasingly integrate generative and agentic AI into core business functions, a May 7, 2026 decision from the United States District Court for the Southern District of New York1 highlights several fundamental guardrails for corporate legal and compliance departments to consider. Although the case arose in the context of government decision-making, the opinion carries broader implications for any entity that embeds generative AI in its processes.
(more…)
David A. Gordon
Chicago
dgordon@sidley.com
Takayuki Ono
Chicago, Tokyo
tono@sidley.com
Matt S. Jackson
Chicago
matthew.jackson@sidley.com
Daniel Lim
Washington, D.C.
daniel.lim@sidley.com
Kseniya K. Belysheva
Los Angeles
kbelysheva@sidley.com
Texas Corporate Litigation Reforms Take Hold: Federal Court Enforces Texas’s 3% Ownership Requirement for Derivative Claims
Last summer, the Texas legislature enacted sweeping amendments to the Texas Business Organizations Code (TBOC) with the stated purpose of “modernizing” the code and “clarifying and strengthening” the state’s corporate law framework. See our previous post for an overview of Texas Senate Bill 29 (S.B. 29).
(more…)
Yolanda C. Garcia
Dallas
ygarcia@sidley.com
Mason Parham
Dallas
mparham@sidley.com
Nathan S. Burkes
Dallas
nathaniel.burkes@sidley.com
Who Started It? Delaware Court of Chancery to Address Whether Contacting DOJ Is ‘Initiating’ a Proceeding in Advancement Case
On March 6, 2026, Magistrate Wright of the Delaware Court of Chancery issued a report which underscored Delaware courts’ well-established preference for the enforcement of advancement rights, especially in cases involving broadly drafted provisions. In doing so, the Magistrate addressed the question of whether advancement may be denied in circumstances where the indemnitee affirmatively contacts an investigating authority.
(more…)
James Heyworth
New York
jheyworth@sidley.com
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