Top Posts of 2025
Throughout 2025, Enhanced Scrutiny provided insightful analysis of notable M&A and corporate governance developments from the Delaware courts and other jurisdictions. Below, we highlight some of the most popular posts from the past year. We look forward to continuing our coverage in 2026.
Developments in Delaware and Texas
Delaware Adopts Significant Changes to Its General Corporation Law
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant changes to the Delaware General Corporation Law. These amendments provide greater clarity in a number of important areas that had been the subject of common law development, and they underscore Delaware’s commitment to deferring to the decisions of informed and disinterested directors and stockholders. They also reflect the Delaware legislature’s ability to respond promptly to judicial and market developments, which is one of many reasons Delaware has been the incorporation destination of choice for many years.
Texas Seeks to “Seize the Moment” by Enacting Major Changes to Business Organizations Code
On May 14, Texas Governor Greg Abbott signed Senate Bill 29 (“S.B. 29”), which amends the Texas Business Organizations Code (“TBOC”) as part of the Texas legislature’s broader initiative to modernize the state’s corporate laws and attract businesses to the state. This follows, and in many ways complements, legislation in 2023 establishing the Texas Business Court to focus on, and accelerate the development of, Texas business law. S.B. 29 codifies the business judgment rule; provides a framework for navigating transactions involving a controlling shareholder; allows corporations to prospectively waive jury trials for internal entity claims and set ownership thresholds for shareholder actions; and allows alternative entities to eliminate fiduciary duties in their governing documents. While the amendments impact both public and private entities, the legislature was particularly focused on publicly traded corporations organized under Texas law (and those that are considering reincorporating in the state). The following provides a brief overview of noteworthy changes.
Use It or Lose It: Texas Courts Take a Close Look at the Concept of Informal Fiduciary Relationships
Under Texas law, there are two categories of fiduciary relationships: formal and informal.
Formal fiduciary relationships arise as a matter of law from certain relationships recognized as inherently fiduciary in nature. Classic examples include the relationship between trustee and beneficiary, attorney and client, partners in a partnership, and corporate directors and the corporation. These duties are not dependent on the particular facts of the relationship, but instead arise automatically, as a matter of law, based on the type of relationship the parties share.
Texas Legislature Continues to Tweak the Business Court Formula
On June 20, 2025, Texas Governor Greg Abbott signed House Bill 40 (H.B. 40), making changes to Texas’s business court. H.B. 40 signals the state’s growing commitment to its newly created business court. While the business court began to hear cases last year, the amendments reflected in H.B. 40 modify key aspects of the court’s jurisdictional scope and procedural structure, reflecting the legislature’s confidence in the court. As the business court takes on a larger role in the Texas legal landscape, attorneys should take this opportunity take a fresh look at the strategic opportunities that the business court presents.
Special Committees and Special Litigation Committees
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.
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.
In brief, the litigation – which spanned over five years, five amended complaints, and six pre-trial decisions – concerned allegations that Oracle founder and CTO Larry Ellison, with assistance from CEO Safra Catz, caused the company to overpay for its 2016 acquisition of NetSuite, a company in which Ellison also had a significant stake.
Charter Bylaw/Provisions and Amendments
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.
“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.
Controlling Shareholders and Shareholder Activism
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.
Fewer Campaigns, but Much to Observe from the 2025 Proxy Season
While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season has also provided many lessons for companies as we look ahead to the 2026 proxy season.
This post is as of the posting date stated above. Sidley Austin LLP assumes no duty to update this post or post about any subsequent developments having a bearing on this post.
