Robin E. Wechkin, Author at Enhanced Scrutiny

28 07 '25

With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers

July 28, 2025/in Aiding and Abetting, M&A/by Robin E. Wechkin

On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL 1693491 (Del. June 17, 2025). The earlier decision is In re Mindbody, Inc. Stockholder Litigation, 332 A.3d 349 (Del. 2024).

28 03 '25

Securities Litigation Against Life Sciences Companies: 2024

March 28, 2025/in COVID-19, Materiality of Disclosures, Misrepresentations and Omissions/by Robin E. Wechkin

Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, […]

23 01 '25

Court of Chancery Resolves Statutory Ambiguity in Favor of Boards Seeking to Increase a Corporation’s Number of Authorized Shares

January 23, 2025/in Charter/Bylaw Provisions and Amendments/by Robin E. Wechkin

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 […]

01 10 '24

Words Matter: Different Definitions of “Commercially Reasonable Efforts” Lead to Different Results in Drug-Development Earnout Disputes

October 1, 2024/in M&A, Post-Closing Disputes/by Robin E. Wechkin

Acquisitions of biotech companies with development-stage drug candidates often include earnout agreements. The buyer pays the seller’s stockholders with cash or stock upfront, and the seller’s stockholders are entitled to […]

22 08 '24

In Case of First Impression, Court of Chancery Awards Expenditures Incurred in Third-Party Litigation as Breach of Contract Damages

August 22, 2024/in LLCs/by Robin E. Wechkin

On remand from the Delaware Supreme Court, the Court of Chancery has awarded XRI more than $6 million in litigation expenses and recoupment of fees advanced to a former LLC […]

08 07 '24

Director Wins In Claim of Improper Removal – But Still Loses

July 8, 2024/in Charter/Bylaw Provisions and Amendments, Expedited Litigation/by Robin E. Wechkin

In Barbey v. Cerego, Inc., the Delaware Supreme Court affirmed a post-trial judgment denying relief to the plaintiffs in a Section 225 action, despite what the court called the “unusual […]

29 04 '24

Controller’s Ability to Appoint and Remove Directors at Will Insufficient to Establish Demand Futility

April 29, 2024/in Derivative Litigation, Director Independence and Conflicts/by Robin E. Wechkin

In Harrison Metal Capital, an investment fund with an 18% stake in a privately held company called MixMax, Inc. believed the CEO was committing financial improprieties, but found no legal […]

12 04 '24

Securities Litigation Against Life Sciences Companies: 2023

April 12, 2024/in COVID-19, Materiality of Disclosures, Misrepresentations and Omissions/by Robin E. Wechkin

Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, […]

21 03 '24

Voting Commitments Matter and Will Be Enforced: Delaware Supreme Court Affirms Chancery Decision Holding Activist Stockholders to Their Bargain

March 21, 2024/in Charter/Bylaw Provisions and Amendments, ESG, Shareholder Activism/by Robin E. Wechkin

When companies settle proxy contests with activist stockholders, the activists generally give up stockholder-level influence in exchange for board-level influence. In a typical agreement in this setting, activists gain board […]

20 09 '23

For Delaware LLCs, Contractual Freedom Overrides Equitable Defenses

September 20, 2023/in LLCs/by Robin E. Wechkin

Limited liability companies, as “alternative entities” under Delaware law, enjoy significantly greater freedom in ordering their internal affairs than do corporations. The contractarian bent of Delaware law is at its […]

About Robin E. Wechkin

Entries by Robin E. Wechkin

With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers

Securities Litigation Against Life Sciences Companies: 2024

Court of Chancery Resolves Statutory Ambiguity in Favor of Boards Seeking to Increase a Corporation’s Number of Authorized Shares

Words Matter: Different Definitions of “Commercially Reasonable Efforts” Lead to Different Results in Drug-Development Earnout Disputes

In Case of First Impression, Court of Chancery Awards Expenditures Incurred in Third-Party Litigation as Breach of Contract Damages

Director Wins In Claim of Improper Removal – But Still Loses

Controller’s Ability to Appoint and Remove Directors at Will Insufficient to Establish Demand Futility

Securities Litigation Against Life Sciences Companies: 2023

Voting Commitments Matter and Will Be Enforced: Delaware Supreme Court Affirms Chancery Decision Holding Activist Stockholders to Their Bargain

For Delaware LLCs, Contractual Freedom Overrides Equitable Defenses

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