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.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/10/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_11.jpg606833Angela C. Zambranohttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngAngela C. Zambrano2025-06-25 11:41:162025-06-25 11:41:16Texas Legislature Continues to Tweak the Business Court Formula
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.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Kai H.E. Liekefetthttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngKai H.E. Liekefett2025-06-23 10:55:012025-06-23 10:55:01Fewer Campaigns, but Much to Observe from the 2025 Proxy Season
The Delaware Supreme Court recently clarified the circumstances when a fraudulent concealment claim will toll a contractual limitations period. In LGM Holdings, LLC v. Gideon Schurder, et al., the sellers of a pharmaceutical business moved to dismiss the buyers’ claims for breaches of the representations and warranties in the parties’ purchase agreement, arguing they were time-barred by a five-year survival period in the agreement’s indemnification provision. The buyers argued that this five-year period should be tolled under the fraudulent concealment doctrine, but the trial court disagreed, dismissing the claim after finding that fraudulent concealment did not toll the survival period because the buyers had learned of the potential claim within that five-year period. The Delaware Supreme Court reversed the dismissal, and in doing so, offered useful guidance for the pleadings requirements for a fraudulent concealment claim and when fraudulent concealment will apply to a contractual limitations period.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/05/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_32.jpg606833Ian M. Rosshttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngIan M. Ross2025-06-18 11:26:002025-06-18 11:26:00Winding Back the Clock: Delaware Supreme Court Clarifies When Fraudulent Concealment Resets a Contractual Limitations Period
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.
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. Garcia2025-05-30 16:11:182025-05-30 16:11:18Texas Seeks to “Seize the Moment” by Enacting Major Changes to Business Organizations Code
On April 14, 2025, the Court of Chancery issued a decision in Siegel v. Morris that reaffirms the limits of challenges to companies’ bylaws based on their language alone. This latest decision (pending appeal) will likely limit bylaw litigation to stockholder claims concerning any bylaw’s actual impact, rather than hypotheticals.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Charlotte K. Newellhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngCharlotte K. Newell2025-05-29 11:15:192025-05-29 11:15:19Delaware Courts Continue to Reject Hypothetical, Unripe Bylaw Challenges
Strategies to assist boards in maintaining a balanced approach to governance as they navigate an uncertain, dynamic, and complex regulatory and economic environment.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/03/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_31.jpg606833Holly J. Gregoryhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngHolly J. Gregory2025-05-14 11:34:182025-05-14 11:34:18Board Governance: Maintaining Balance in Uncertainty
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. Garcia2025-05-08 09:03:412025-05-07 16:53:34Use It or Lose It: Texas Courts Take a Close Look at the Concept of Informal Fiduciary Relationships
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.
(more…)
Angela C. Zambrano
Dallas
azambrano@sidley.com
Natali Wyson
Dallas
nwyson@sidley.com
Chelsea A. Priest
Dallas
cpriest@sidley.com
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.
(more…)
Kai H.E. Liekefett
New York
kliekefett@sidley.com
Derek Zaba
Palo Alto, New York
dzaba@sidley.com
Leonard Wood
Houston
lwood@sidley.com
Winding Back the Clock: Delaware Supreme Court Clarifies When Fraudulent Concealment Resets a Contractual Limitations Period
The Delaware Supreme Court recently clarified the circumstances when a fraudulent concealment claim will toll a contractual limitations period. In LGM Holdings, LLC v. Gideon Schurder, et al., the sellers of a pharmaceutical business moved to dismiss the buyers’ claims for breaches of the representations and warranties in the parties’ purchase agreement, arguing they were time-barred by a five-year survival period in the agreement’s indemnification provision. The buyers argued that this five-year period should be tolled under the fraudulent concealment doctrine, but the trial court disagreed, dismissing the claim after finding that fraudulent concealment did not toll the survival period because the buyers had learned of the potential claim within that five-year period. The Delaware Supreme Court reversed the dismissal, and in doing so, offered useful guidance for the pleadings requirements for a fraudulent concealment claim and when fraudulent concealment will apply to a contractual limitations period.
(more…)
Ian M. Ross
Miami
iross@sidley.com
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.
(more…)
Yolanda C. Garcia
Dallas
ygarcia@sidley.com
George J. Vlahakos
Houston
gvlahakos@sidley.com
Mason Parham
Dallas
mparham@sidley.com
Catherine G. Pritchard
Dallas
cpritchard@sidley.com
Delaware Courts Continue to Reject Hypothetical, Unripe Bylaw Challenges
On April 14, 2025, the Court of Chancery issued a decision in Siegel v. Morris that reaffirms the limits of challenges to companies’ bylaws based on their language alone. This latest decision (pending appeal) will likely limit bylaw litigation to stockholder claims concerning any bylaw’s actual impact, rather than hypotheticals.
(more…)
Charlotte K. Newell
New York
cnewell@sidley.com
Ram Sachs
San Francisco
ram.sachs@sidley.com
Board Governance: Maintaining Balance in Uncertainty
(more…)
Holly J. Gregory
New York
holly.gregory@sidley.com
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.
(more…)
Yolanda C. Garcia
Dallas
ygarcia@sidley.com
Mason Parham
Dallas
mparham@sidley.com
Nathan S. Burkes
Dallas
nathaniel.burkes@sidley.com
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